PhenixFIN: Insider Group Discloses 228K Shares (11.3%) in Latest 13D Amendment

Rhea-AI Filing Summary

PhenixFIN Corp. – Schedule 13D/A (Amendment No. 4) filed 18 June 2025

The filing updates the ownership position of David A. Lorber, FrontFour Master Fund, Ltd., and FrontFour Capital Group LLC (collectively, the “Reporting Persons”) in PhenixFIN Corp. (CUSIP 71742W103). The amendment reflects holdings as of the event date 16 June 2025 and is based on the company’s 2,019,778 outstanding common shares reported in the 10-Q filed 7 May 2025.

• Total beneficial ownership (group): 228,185.41 shares, representing 11.3 % of the outstanding common stock.
• David A. Lorber (individual): 143,145 shares held directly plus 3,378 shares held in his spouse’s IRA; combined direct & deemed ownership equals 146,523 shares (≈7.3 % of shares outstanding).
• FrontFour Master Fund, Ltd.: 81,662.416 shares, equating to 4.0 % of outstanding shares; sole voting and dispositive power.
• FrontFour Capital Group LLC: investment manager to the Master Fund; deemed beneficial owner of the same 81,662.416 shares (4.0 %).
• Voting / dispositive power: Mr. Lorber holds sole power over his direct shares and shared power over the spouse IRA; he may be deemed to share power over the Master Fund’s stake through his role at FrontFour.
• Funds used: Mr. Lorber invested personal funds totaling $6,057,747.10 to acquire his directly held shares and those in the spouse IRA.

This amendment supersedes prior filings made on 20 Dec 2021, 16 May 2022, 3 Jan 2023, and 5 Mar 2024, ensuring that the SEC and investors are informed of current ownership levels. Because the combined stake exceeds the 10 % threshold, the Reporting Persons are considered significant shareholders with potential influence over corporate decisions. No new purchase or sale transactions are detailed in the narrative; transaction specifics, if any, are provided in a separate Schedule 5(c) exhibit.

Insights

Securities Analyst

TL;DR: Lorber/FrontFour now report 11.3 % of PhenixFIN, confirming continued sizeable position; no change in control, disclosure is routine.

The amendment discloses an aggregate 11.3 % stake in PhenixFIN, with Lorber personally holding 7.3 % and the hedge-fund complex holding 4 %. Crossing the 10 % level keeps the group in Section 16 insider status, but there is no indication of additional accumulation or an activist agenda in this document. Financial impact is limited to governance influence—earnings, leverage, and valuation are unaffected. Overall, the filing is informational, ensuring compliance with SEC rules and signalling the group’s maintained commitment.

Corporate Governance Expert

TL;DR: Filing reinforces Lorber’s insider status; 11.3 % stake could influence votes but offers no immediate governance changes.

With more than one-tenth of shares, Lorber and FrontFour remain a consequential block holder. The disclosure clarifies voting/dispositive powers, showing Lorber’s control over most of the shares while FrontFour Capital manages the Master Fund slice. Investors should note potential alignment or activism, yet the amendment itself proposes no board nominations, by-law changes, or strategic demands. Hence, the impact is limited to transparency; material corporate actions would require additional filings.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

PhenixFIN Corp

(Name of Issuer)

Common Stock

(Title of Class of Securities)

71742W103

(CUSIP Number)

David Lorber
445 Park Avenue, 10th Floor,
New York, NY, 10022
(212) 859-0390

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/16/2025

(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

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 ("Act") 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).

SCHEDULE 13D

CUSIP No. 71742W103

1

Name of reporting person

David A. Lorber

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 143,145.00
8	Shared Voting Power 85,040.41
9	Sole Dispositive Power 143,145.00
10	Shared Dispositive Power 85,040.41

11

Aggregate amount beneficially owned by each reporting person

228,185.41

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

11.3 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Based on 2,019,778 common shares outstanding as of May 6, 2025 as reported by the issuer in the Form 10-Q filed with the Securities and Exchange Commission on May 7, 2025.

SCHEDULE 13D

CUSIP No. 71742W103

1

Name of reporting person

FrontFour Master Fund, Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(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 81,662.41
8	Shared Voting Power 0.00
9	Sole Dispositive Power 81,662.41
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

81,662.41

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.0 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Based on 2,019,778 common shares outstanding as of May 6, 2025 as reported by the issuer in the Form 10-Q filed with the Securities and Exchange Commission on May 7, 2025.

SCHEDULE 13D

CUSIP No. 71742W103

1

Name of reporting person

FrontFour Capital Group LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(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 81,662.41
8	Shared Voting Power 0.00
9	Sole Dispositive Power 81,662.41
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

81,662.41

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.0 %

14

Type of Reporting Person (See Instructions)

IA, OO

Comment for Type of Reporting Person:

Based on 2,019,778 common shares outstanding as of May 6, 2025 as reported by the issuer in the Form 10-Q filed with the Securities and Exchange Commission on May 7, 2025.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock
(b)	Name of Issuer: PhenixFIN Corp
(c)	Address of Issuer's Principal Executive Offices: 445 PARK AVENUE, 10TH FLOOR, NEW YORK, NEW YORK , 10022.
Item 1 Comment: This Amendment No. 4 amends the Schedule 13D originally filed with the U.S. Securities and Exchange Commission ("SEC") on December 20, 2021, and amended by Amendment No. 1 filed with the SEC on May 16, 2022, Amendment No. 2 filed with the SEC on January 3, 2023, and Amendment No. 3 filed with the SEC on March 5, 2024 by David A. Lorber, FrontFour Master Fund, Ltd. and FrontFour Capital Group LLC (collectively, the "Reporting Persons"), with respect to the common stock (the "Common Stock") of PhenixFIN Corporation (the "Company").
Item 3.	Source and Amount of Funds or Other Consideration
	The amount of funds used by Mr. Lorber to acquire the Common Stock beneficially owned by him and by his spouse's individual retirement account (IRA), as to which he is deemed to have beneficial ownership, is $6,057,747.10, which was obtained from personal funds.
Item 5.	Interest in Securities of the Issuer
(a)	As of the date hereof, the Master Fund beneficially owned 81,662.416 shares of Common Stock, Mr. Lorber beneficially owned directly 143,145 shares of Common Stock, and Mr. Lorber was deemed to beneficially own 3,378 shares of Common Stock in his spouse's IRA, constituting approximately 4.0%, 7.1% and less than 1%, respectively, of the shares of Common Stock outstanding. Mr. Lorber, as a managing member and principal owner of FrontFour Capital, may be deemed to beneficially own the 81,662.416 shares of Common Stock beneficially owned by the Master Fund, which, together with the 143,145 shares of Common Stock he beneficially owns directly and 3,378 shares of Common Stock of which he is deemed to have beneficial ownership, constitute approximately 11.3% of the Common Stock outstanding.
(b)	Mr. Lorber has the sole power to vote or dispose of 143,145 shares of Common Stock beneficially owned by him and the shared power to vote or dispose of 3,378 shares of Common Stock held in his spouse's IRA. By reason of his responsibility for the supervision and conduct of investment activities of the Master Fund and as managing member and principal owner of FrontFour Capital, Mr. Lorber may be deemed to possess the shared power to vote and dispose of the shares of Common Stock beneficially owned by the Master Fund. By reason of its responsibility for the supervision and conduct of investment activities of the Master Fund as its investment manager, FrontFour Capital may be deemed to possess the sole power to vote and dispose of the shares of Common Stock beneficially owned by the Master Fund.
(c)	Attached as Schedule 5(c).
Item 7.	Material to be Filed as Exhibits.
	Schedule 5(c) - Transaction Description

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

David A. Lorber

Signature:	/s/ David A. Lorber
Name/Title:	David A. Lorber
Date:	06/18/2025

FrontFour Master Fund, Ltd.

Signature:	/s/ David A. Lorber
Name/Title:	David A. Lorber/Managing Member
Date:	06/18/2025

FrontFour Capital Group LLC

Signature:	/s/ David A. Lorber
Name/Title:	David A. Lorber/Managing Member
Date:	06/18/2025

FAQ

How many PhenixFIN (PFXNZ) shares does David A. Lorber now own?

He directly owns 143,145 shares and is deemed to own an additional 3,378 shares via his spouse’s IRA.

What is the total ownership percentage disclosed in this Schedule 13D/A?

The Reporting Persons collectively own 11.3 % of PhenixFIN’s outstanding common stock.

How much did Mr. Lorber spend to acquire his PhenixFIN holdings?

Personal funds used total $6,057,747.10 for shares held directly and in his spouse’s IRA.

Which entities are included in the reporting group for this filing?

The group consists of David A. Lorber, FrontFour Master Fund, Ltd., and FrontFour Capital Group LLC.

Does the filing indicate any new transactions or activism plans?

No. It solely updates beneficial ownership; any transaction details would appear in the separate Schedule 5(c) exhibit.