SEC FORM 4

SEC Form 4

FORM 4

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

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).

1. Name and Address of Reporting Person^*

Sherman David K.

(Last)

(First)

(Middle)

C/O ENDI CORP.

2400 OLD BRICK ROAD, SUITE 115

(Street)

GLEN ALLEN

23060

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ENDI Corp. [ ENDI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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 Following Reported Transaction(s) (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)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	08/18/2022		P		20,000	A	$5.369	20,000	I	See Footnote⁽¹⁾
Class A Common Stock	08/18/2022		P		46,500	A	$5.369	46,500	I	See Footnote⁽²⁾
Class A Common Stock	08/18/2022		P		200,000	A	$5.369	200,000	I	See Footnote⁽³⁾
Class A Common Stock								1,704,000	I	See Footnote⁽⁴⁾
Class B Common Stock⁽⁵⁾⁽⁶⁾								1,278,000	I	See Footnote⁽⁴⁾

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)	Code	V	(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)

Explanation of Responses:

1. Securities are beneficially owned by Carole Levinson Blueweiss 2012 Trust (UAD 11/28/12). David Sherman is the Trustee of Carole Levinson Blueweiss 2012 Trust (UAD 11/28/12).

2. Securities are beneficially owned by Cohanzick Offshore Advisors, LP. Cohanzick Offshore Management, LLC is the General Partner for Cohanzick Offshore Advisors, LP. David Sherman is the Managing Member of Cohanzick Offshore Management, LLC.

3. Securities are beneficially owned by Cohanzick Absolute Return Master Fund, Ltd. Cohanzick Absolute Return Partners, LP is the General Partner to Cohanzick Absolute Return Master Fund, Ltd. Cohanzick Capital, LP is the General Partner to Cohanzick Absolute Return Partners, LP. Sunnyside, LLC is the General Partner to Cohanzick Capital, LP. David Sherman is the Managing Member of Sunnyside, LLC.

4. Cohanzick Management, LLC ("Cohanzick") beneficially owns (i) 2,400,000 shares of the Registrant's Class A Common Stock, (ii) 1,800,000 shares of the Registrant's Class B Common Stock, (iii) a Class W-1 Warrant to purchase 1,800,000 shares of the Registrant's Class A Common Stock and (iv) a Class W-2 Warrant to purchase 250,000 shares of the Registrant's Class A Common Stock. Notwithstanding the foregoing, David Sherman is the Managing Member of Cohanzick and owns 75.9764 units (71%) of Cohanzick.

5. Outstanding shares of the Issuer's Class B Common Stock shall be redeemed by the Issuer on a one-for-one basis for each share of the Issuer's Class A Common Stock issued upon the exercise of any Class W-1 Warrant held by the Reporting Person. Each Class W-1 Warrant held by the Reporting Person shall be automatically exercised on a "cashless" basis if not fully exercised prior to the expiration date, or August 11, 2027. Any shares of the Issuer's Class B Common Stock outstanding as of August 11, 2027 shall be redeemed by the Issuer pursuant to the terms of that certain Stockholder Agreement dated as of August 11, 2022 by and between the Issuer and Cohanzick. As such, the Reporting Person may not simultaneously vote both the Issuer's Class B Common Stock and the shares of Class A Common Stock underlying the Class W-1 Warrant at any given time.

6. The Class B Common Stock only has voting rights and no economic rights. Accordingly, holders of the Issuer's Class B Common Stock are not entitled to receive any dividends or other distributions in cash, property, or shares of stock and will not be entitled to receive any assets of the Issuer in the event of any liquidation, dissolution or winding up of the Issuer's affairs.

	/s/ David Sherman	08/22/2022
	** 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).
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