SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Edenbrook Capital, LLC (Last) (First) (Middle) 116 RADIO CIRCLE SUITE 202 (Street) MOUNT KISCO NY 10549 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/28/2020	3. Issuer Name and Ticker or Trading Symbol PANHANDLE OIL & GAS INC [ PHX ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	2,610,602	I	See footnotes(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Put Option (Obligation to Buy)(2)	03/13/2020	12/18/2020	Common Stock	50,000	$4	I	See Footnotes(1)
Put Option (Obligation to Buy)(2)	01/28/2020	12/18/2020	Common Stock	200,000	$6	I	See Footnotes(1)
Put Option (Obligation to Buy)(2)	03/13/2020	12/18/2020	Common Stock	100,000	$3	I	See Footnotes(1)

1. Name and Address of Reporting Person* Edenbrook Capital, LLC (Last) (First) (Middle) 116 RADIO CIRCLE SUITE 202 (Street) MOUNT KISCO NY 10549 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Brolin Jonathan (Last) (First) (Middle) 116 RADIO CIRCLE SUITE 202 (Street) MOUNT KISCO NY 10549 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The securities reported herein are held in the accounts of private funds. Edenbrook Capital, LLC may be deemed to be a beneficial owner of such securities by virtue of its role as the investment manager of such private funds. Jonathan Brolin may be deemed to be a beneficial owner of such securities by virtue of his role as managing member of Edenbrook Capital, LLC. Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 3 except to the extent of its pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

2. Edenbrook Capital, LLC wrote put option contracts expiring in December 2020 which provide that Edenbrook Capital, LLC will be required to purchase shares of Class A Common Stock at the stated strike price if the counterparty exercises such put options.

	Edenbrook Capital, LLC; By: /s/ Jonathan Brolin, Managing Member	09/01/2020
	/s/ Jonathan Brolin	09/01/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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