Filing Details

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SCHEDULE 13D

 

       

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) David Lorber
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*     (a) [  ]     (b) [  ]
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) PF, AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [   ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 45,000
		8	SHARED VOTING POWER 84,748.116
		9	SOLE DISPOSITIVE POWER 45,000
		10	SHARED DISPOSITIVE POWER 84,748.116
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 129,748.116
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)  [  ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1%
14	TYPE OF REPORTING PERSON (See Instructions) IN

 

     

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) FrontFour Master Fund, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*     (a) [  ]     (b) [  ]
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [   ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 81,662.416
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 81,662.416
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 81,662.416
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)  [  ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.2%
14	TYPE OF REPORTING PERSON (See Instructions) CO

 

           

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) FrontFour Opportunity Fund
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*     (a) [  ]     (b) [  ]
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [   ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION British Columbia, Canada
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 2,085.7
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 2,085.7
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,085.7
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)  [  ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14	TYPE OF REPORTING PERSON (See Instructions) OO

 

       

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) FrontFour Capital Group LLC 20-5997207
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*     (a) [  ]     (b) [  ]
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [   ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 81,662.416
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 81,662.416
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 81,662.416
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)  [  ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.2%
14	TYPE OF REPORTING PERSON (See Instructions) IA, OO

 

            

1	NAMES OF REPORTING PERSONS  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)  FrontFour Capital Corp.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*      (a) [  ]      (b) [  ]
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)  AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)  [   ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION  British Columbia, Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER  2,085.7
		8	SHARED VOTING POWER  0
		9	SOLE DISPOSITIVE POWER  2,085.7
		10	SHARED DISPOSITIVE POWER  0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  2,085.7
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)   [  ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  Less than 1%
14	TYPE OF REPORTING PERSON (See Instructions)  CO

 

SCHEDULE 13D

 

Schedule 13D

Item 1. Security and Issuer

 

This Statement on Schedule 13D filed on December 20, 2021 (this “Schedule 13D”), relating to the common stock, $0.001 par value (the “Common Stock”), of PhenixFIN Corporation, a Delaware corporation (the “Company”), the principal executive offices of which are located at 445 Park Avenue, 10^th Floor, New York, NY 10022.

                                       

Item 2. Identity and Background.

                              

(a) This Schedule 13D is filed on behalf of:

                                 

(i) David A. Lorber, an individual;

                       

(ii) FrontFour Master Fund, Ltd., an exempted company formed under the laws of the Cayman Islands (the “Master Fund”);

                                 

(iii) FrontFour Opportunity Fund, a mutual fund trust formed under the laws of British Columbia, Canada (the “Canadian Fund”);

                                          

(iv) FrontFour Capital Group LLC, a limited liability company formed under the laws of the State of Delaware (“FrontFour Capital”); and

                                       

(v) FrontFour Capital Corp., a corporation formed under the laws of British Columbia, Canada (“FrontFour Corp.”).

                                        

(b) Mr. Lorber’s business address is 445 Park Avenue, 10^th Floor, New York, NY 10022. The principal business address of each of FrontFour Capital, FrontFour Corp. and the Canadian Fund is 500 West Putnam Suite 400, Greenwich, Connecticut 06830. The principal business address of the Master Fund is c/o Intertrust Cayman, 190 Elgin Avenue, George Town, Grand Cayman KY1-9007, Cayman Islands. The directors, executive officers and principals of each of FrontFour Capital, the Master Fund, the Canadian Fund and FrontFour Corp. and their principal occupations and business addresses are set forth on Schedule A attached hereto and are incorporated by reference in this Item 2.

          

(c) The principal business of each of the Master Fund and the Canadian Fund is investing in securities. The principal business of FrontFour Capital is serving as the investment manager of the Master Fund.  The principal business of FrontFour Corp. is serving as the investment manager of the Canadian Fund. Mr. Lorber is presently the Chairman and Chief Executive Officer of PhenixFIN Corporation, managing member and principal owner of FrontFour Capital and director and principal owner of FrontFour Corp. By virtue of these relationships, each of FrontFour Capital and Mr. Lorber may be deemed to beneficially own the shares of Common Stock directly beneficially owned by the Master Fund and each of FrontFour Corp. and Mr. Lorber may be deemed to beneficially own the shares of Common Stock directly beneficially owned by the Canadian Fund.

           

(d)-(e) Except as set forth herein, no Reporting Person, nor any person listed on Schedule A, has, during the last five years, been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in his, her or its being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

           

(f) Mr. Lorber is a citizen of the United States of America.  The citizenship of the persons listed on Schedule A is set forth therein.

           

Item 3. Source and Amount of Funds or Other Consideration

                               

Item 4. Purpose of Transaction.

 

Mr. Lorber is the Chairman and Chief Executive Officer of the Company.

 

The Reporting Persons may acquire additional shares of Common Stock and other securities of the Issuer from time to time or may dispose of any or all of such shares or other securities held by it at any time, subject to applicable law.

 

Item 5. Interest in Securities of the Issuer

 

                          

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(d)          The beneficial owners of the shares held by the Master Fund and the Canadian Fund may be deemed to have the right to receive dividends from or the proceeds of sale of the securities held by the Master Fund and the Canadian Fund, respectively.  None of such interests relates to more than five percent of the outstanding Common Stock.

                            

(e)          Not applicable.

                                           

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

None.

 

Item 7. Material to Be Filed as Exhibits

 

 

            

 

 

 

 

 

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated:          December 20, 2021

    

 

 

 

 

 

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