Filing Details

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* PHI, Inc. -------------------------------- (Name of Issuer)NON-VOTING COMMON STOCK, PAR VALUE OF $0.10 PER SHARE VOTING COMMON STOCK, PAR VALUE OF $0.10 PER SHARE --------------------------------------- (Title of Class of Securities)69336T205 69336T106 --------- (CUSIP Number)Christopher E. Olin Alesia Asset Management LLC 22287 Mulholland Highway, Suite 180 Calabasas, CA 91302 (818) 458-8459 ---------------------------------------- (Name, Address and Telephone Number of the Person Authorized to Receive Notices and Communications)October 4, 2018 ---------------- (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes.)

--------------------------------------------------------------------- 1. Names of Reporting Persons Alesia Asset Management LLC ---------------------------------------------------------------------- 2. Check the Appropriate Box (a) [X] if a Member of a Group (b) [_] ---------------------------------------------------------------------- 3. S.E.C. Use Only ---------------------------------------------------------------------- 4. Source of Funds AF ----------------------------------------------------------------------- 5. Check box if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e): [_] ---------------------------------------------------------------------- 6. Citizenship or Place of Organization California ---------------------------------------------------------------------- Number of Shares (7) Sole Voting Power 0 Beneficially (8) Shared Voting Power 41,408 shares Owned by Each of Non-Voting Reporting Person With: Common Stock (9) Sole Dispositive Power 0 (10) Shared Dispositive Power 41,408 shares of Non-Voting Common Stock ---------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 41,408 shares of Non-Voting Common Stock ----------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [_] ----------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row 11 0.3% of the outstanding shares of Non-Voting Common Stock ----------------------------------------------------------------------- 14. Type of Reporting Person IA ----------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------------------------------- 1. Names of Reporting Persons Alesia Investment Management LLC ---------------------------------------------------------------------- 2. Check the Appropriate Box (a) [X] if a Member of a Group (b) [_] ---------------------------------------------------------------------- 3. S.E.C. Use Only ---------------------------------------------------------------------- 4. Source of Funds OO ----------------------------------------------------------------------- 5. Check box if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e): [_] ---------------------------------------------------------------------- 6. Citizenship or Place of Organization California ---------------------------------------------------------------------- Number of Shares (7) Sole Voting Power 0 Beneficially (8) Shared Voting Power 221,307 shares Owned by Each of Non-Voting Reporting Person With: Common Stock (9) Sole Dispositive Power 0 (10) Shared Dispositive Power 221,307 shares of Non-Voting Common Stock---------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 221,307 shares of Non-Voting Common Stock (See Item 5) ----------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [_] ----------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row 11 1.7% of the outstanding shares of Non-Voting Common Stock ----------------------------------------------------------------------- 14. Type of Reporting Person IA ----------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------------------------------- 1. Names of Reporting Persons Christopher E. Olin ---------------------------------------------------------------------- 2. Check the Appropriate Box (a) [X] if a Member of a Group (b) [_] ---------------------------------------------------------------------- 3. S.E.C. Use Only ---------------------------------------------------------------------- 4. Source of Funds AF, PF ----------------------------------------------------------------------- 5. Check box if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e): [_] ---------------------------------------------------------------------- 6. Citizenship or Place of Organization United States of America ---------------------------------------------------------------------- Number of Shares (7) Sole Voting Power 5,120 shares Beneficially of Non-Voting Owned by Each Common Stock Reporting Person With: (8) Shared Voting Power 262,715 shares of Non-Voting Common Stock (9) Sole Dispositive Power 5,120 shares of Non-Voting Common Stock (10) Shared Dispositive Power 262,715 shares of Non-Voting Common Stock ---------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 267,835 shares of Non-Voting Common Stock ----------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [_] ----------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row 11 2.1% of the outstanding shares of Non-Voting Common Stock ----------------------------------------------------------------------- 14. Type of Reporting Person IN ----------------------------------------------------------------------- -----------------------------------------------------------------------Item 3. Source and Amount of Funds or Other Consideration The first paragraph of Item 3 of the Original Schedule 13D is hereby amended and restated to read in full as follows: "(i) The aggregate consideration paid for the 41,408 shares of Non- Voting Common Stock owned directly by AVF was $423,847.27, inclusive of brokerage commissions. The Shares owned by directly by AVF were acquired with the working capital of AVF. (ii) The aggregate consideration paid for the 221,307 shares of Non-Voting Common Stock purchased by AIM on behalf of its investment advisory clients was $2,406,772.71, inclusive of brokerage commissions. The Shares purchased by AIM were acquired with the investment capital of AIM's client accounts. (iii) The aggregate consideration paid for the 24,246 shares of Non-Voting Common Stock owned directly by Olin was $261,232.58, inclusive of brokerage commissions. The shares owned directly by Olin were purchased with personal funds. (iv) The aggregate consideration paid for the 378,921 and 22,600 shares of Non- Voting and Voting Common Stock owned directly by Stabosz was $3,585,047.74 and $190,092.01, respectively, inclusive of brokerage commissions. The shares owned directly by Stabosz were purchased with personal funds." Item 4. Purpose of Transaction Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following information: "On September 28, 2018, the Issuer announced in a press release that a financial advisor had been hired to assist the Issuer in evaluating strategic alternatives to enhance shareholder value, among other goals. In the same press release, the Issuer announced the refinancing and maturity extension of its secured debt at a reasonable rate of 6%. The new secured debt also dispenses with all previous financial covenants. The Reporting Persons believe this significantly improves the Issuer's financial position and paves the way for redeeming the Issuer's outstanding bonds due in March 2019. The Reporting Persons continue to believe Shares of the Issuer are significantly undervalued. Moreover, the Reporting Persons believe that the Issuer's Board of Directors will make a decision regarding strategic alternatives that is in the best interests of shareholders. Between September 5, 2018 and October 5, 2018, the Reporting Persons made additional transactions in the Shares of the issuer. Purchases were made based on the Reporting Persons' beliefs that the Shares, when purchased, were undervalued and presented an attractive investment opportunity. Sales were made for portfolio management purposes in open market transactions. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability or demand of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may increase or decrease their positions in the Issuer."Item 5. Interest in Securities of the Issuer Item 5 of the Original Schedule 13D is hereby amended and restated to read in full as follows: "Based on the Issuer's quarterly report on Form 10-Q filed on August 9, 2018, there were 12,905,525 shares of Non-Voting Common Stock and 2,905,757 shares of Voting Common Stock outstanding as of August 6, 2018. As a group, the Reporting Persons control 5.0% and 0.8% of the Issuer's Non-Voting and Voting Common Stock outstanding, respectively. A. AVF directly owns 41,408 shares of Non-Voting Common Stock, constituting 0.3% of the outstanding Non-Voting Common Stock. AVF has shared voting and dispositional power for 41,408 shares of Non-Voting Common Stock. B. AAM is the managing member of AVF and may be deemed to be the beneficial owner of the 41,408 shares of Non-Voting Common Stock owned by AVF. This ownership constitutes 0.3% of the outstanding Non-Voting Common Stock. AAM has shared voting and dispositional power for 41,408 shares of Non-Voting Common Stock. C. Investment advisory clients of AIM directly own 221,307 shares of Non-Voting Common Stock. These shares represent 1.7% of the outstanding Non-Voting Common Stock. AIM has shared voting and dispositional power for 221,307 of Non-Voting Common Stock. For the investment advisory accounts of AIM's clients that hold Shares, persons other than AIM have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of the Shares. No individual client of AIM is known to hold more than five percent of either class of the Issuer's Common Stock. Pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended, AIM hereby declares that nothing in this schedule shall be construed as an admission that AIM is, for purposes of Section 13(d) or 13(g) of Securities Exchange Act, the beneficiary of the securities covered by this schedule. D. Olin is the sole managing member of AAM and AIM. Olin therefore has shared voting and dispositional power over 262,715 shares of Non- Voting Common Stock. These shares represent 2.0% of the Issuer's outstanding Non-Voting Common Stock. Olin owns directly 24,246 shares of Non-Voting Common Stock. These shares represent 0.2% of the Issuer's Non-Voting Common Stock outstanding. Olin shares voting and dispositional power with AIM for 19,126 shares of Non-Voting Common Stock (0.1% of the outstanding Non-Voting Common Stock) and has sole voting and dispositional power over 5,120 shares of Non-Voting Common Stock, representing