SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

GHK Royalty LLC

(Last)

(First)

(Middle)

6305 WATERFORD BLVD

#470

(Street)

OKLAHOMA CITY

73118

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PHX MINERALS INC. [ PHX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
09/30/2021

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/03/2020		P	13,664	A	$1.779	691,459	D⁽¹⁾
Common Stock	12/04/2020		P	86,336	A	$2.048	777,795	D⁽¹⁾
Common Stock	12/10/2020		P	6,100	A	$2.03	783,895	D⁽¹⁾
Common Stock	12/16/2020		P	6,777	A	$2.007	790,672	D⁽¹⁾
Common Stock	12/17/2020		P	55,033	A	$2.029	845,705	D⁽¹⁾
Common Stock	01/25/2021		P	15,823	A	$2.926	861,528	D⁽¹⁾
Common Stock	01/27/2021		P	25,713	A	$3.003	887,241	D⁽¹⁾
Common Stock	02/01/2021		J⁽²⁾	1,000,000	A	$0.00	1,887,241	D⁽¹⁾
Common Stock	02/01/2021		J⁽²⁾	1,000,000	D	$0.00	2,000,000	D⁽³⁾
Common Stock	03/02/2021		J⁽²⁾	1,700,000	A	$0.00	3,587,241	D⁽¹⁾
Common Stock	03/02/2021		J⁽²⁾	1,700,000	D	$0.00	300,000	D⁽³⁾
Common Stock	04/08/2021		S	18,000	D	$2.82⁽⁴⁾	282,000	D⁽³⁾
Common Stock	04/09/2021		S	31,400	D	$2.781⁽⁵⁾	250,600	D⁽³⁾
Common Stock	04/12/2021		S	9,571	D	$2.622⁽⁶⁾	241,029	D⁽³⁾
Common Stock	05/13/2021		J⁽⁵⁾	150,000	D	⁽⁷⁾	91,029	D⁽³⁾
Common Stock	08/03/2021		S	87,423	D	$2.998	3,499,818	D⁽¹⁾
Common Stock	08/04/2021		S	34,405	D	$2.971	3,465,413	D⁽¹⁾
Common Stock	08/05/2021		S	13,615	D	$2.988	3,451,798	D⁽¹⁾
Common Stock	08/06/2021		S	20,067	D	$2.967	3,431,731	D⁽¹⁾
Common Stock	08/09/2021		S	82,274	D	$2.974	3,349,457	D⁽¹⁾
Common Stock	08/10/2021		S	3,856	D	$2.958	3,345,601	D⁽¹⁾
Common Stock	08/11/2021		S	16,978	D	$2.944	3,328,623	D⁽¹⁾
Common Stock	08/12/2021		S	5,386	D	$2.936	3,323,237	D⁽¹⁾
Common Stock	08/13/2021		S	1,396	D	$2.914	3,321,841	D⁽¹⁾
Common Stock	08/23/2021		S	12,700	D	$2.5	89,633	D⁽³⁾
Common Stock	09/01/2021		S	2,800	D	$2.515	3,319,041	D⁽¹⁾
Common Stock	09/02/2021		S	38,022	D	$2.451	3,281,019	D⁽¹⁾
Common Stock	09/03/2021		S	56,427	D	$2.469	3,224,592	D⁽¹⁾
Common Stock	09/06/2021		S	105,670	D	$2.466	3,118,922	D⁽¹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

GHK Royalty LLC

(Last)

(First)

(Middle)

6305 WATERFORD BLVD

#470

(Street)

OKLAHOMA CITY

73118

(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^*

HEFNER ROBERT A III

(Last)

(First)

(Middle)

6305 WATERFORD BLVD

#470

(Street)

OKLAHOMA CITY

73118

(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. These shares are owned directly by Mr. Hefner.

2. These transactions represent distributions from GHK Royalty LLC to Mr. Hefner for no consideration. Mr. Hefner is the 100% owner of GHK Royalty LLC and these transactions represent a mere change in form of ownership for Mr. Hefner.

3. These shares are owned directly by GHK Royalty LLC. Mr. Hefner indirectly owns these shares as a manager and 100% owner of GHK Royalty LLC.

4. The Reporting Person's sale on April 8, 2021 was matchable under Section 16(b) of the Exchange Act with purchases on made December 3, 2020 and December 16, 2020. The Reporting Person remitted $17,749.39 to the Issuer prior to the filing of this Form 5, representing the full amount of profit realized on the short-swing transaction.

5. The Reporting Person's sale on April 9, 2021 was matchable under Section 16(b) of the Exchange Act with purchases made on December 16, 2020 and December 17, 2020. The Reporting Person remitted $23,666.50 to the Issuer prior to the filing of this Form 5, representing the full amount of profit realized on the short-swing transaction.

6. The Reporting Person's sale on April 12, 2021 was matchable under Section 16(b) of the Exchange Act with the purchase made December 17, 2020. The Reporting Person paid $5,675.60 to the Issuer on May 26, 2022, representing the full amount of profit realized on the short-swing transaction.

7. The Reporting Person transferred shares to a non-affiliated employee.

Remarks:

	GHK Royalty LLC By:/s/ Robert A Hefner III Manager	08/31/2022
	/s/ Robert A. Hefner III	08/31/2022
	** 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 4 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.