Amended Statement of Ownership (sc 13g/a)
17 Fevereiro 2021 - 8:01AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. __1______)*
PhenixFIN
Corp
(Name of Issuer)
Common
stock, par value $0.001 per share
(Title of Class of Securities)
58503F106
(CUSIP Number)
1460
4th Street, Suite 300 Santa Monica, CA 90401
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31,
2020
(Date of Event which Requires Filing of
this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
x Rule 13d-1(b)
¨ Rule 13d-1(c)
¨ Rule 13d-1(d)
*
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 ("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).
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CUSIP No. 58503F106
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13G
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Page 2 of 5 Pages
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Almitas Capital LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ¨
(b) ¨
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
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5.
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SOLE VOTING POWER
162,340
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6.
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SHARED VOTING POWER
162,340
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7.
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SOLE DISPOSITIVE POWER
162,340
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8.
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SHARED DISPOSITIVE POWER
162,340
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
162,340
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6%
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12.
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TYPE OF REPORTING PERSON (see instructions)
IA
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CUSIP No. 58503F106
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13G
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Page 3 of 5 Pages
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Item 1.
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(a)
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Name of Issuer
PhenixFIN Corp
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(b)
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Address of Issuer’s Principal Executive Offices
445 Park Avenue, 9th Floor, New York, NY 10022
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Item 2.
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(a)
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Name of Person Filing
Ronald Mass
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(b)
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Address of the Principal Office or, if none, residence
1460 4th Street, Suite 300 Santa Monica, CA 90401
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(c)
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Citizenship
U.S.
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(d)
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Title of Class of Securities
Common stock, par value $0.001 per share
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(e)
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CUSIP Number
58503F106
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Item 3. If this statement is filed pursuant to
§§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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x
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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CUSIP No. 58503F106
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13G
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Page 4 of 5 Pages
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Item 4. Ownership.
Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer identified in Item 1.
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(a)
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Amount beneficially owned: 162,340
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(b)
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Percent of class: 6%
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(c)
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Number of shares as to which the person has: 162,340
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(i)
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Sole power to vote or to direct the vote 162,340
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(ii)
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Shared power to vote or to direct the vote 162,340
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(iii)
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Sole power to dispose or to direct the disposition of 162,340
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(iv)
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Shared power to dispose or to direct the disposition of 162,340
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Instruction.
For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
Item 5. Ownership of Five Percent or Less of a
Class.
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities,
check the following ¨.
Instruction.
Dissolution of a group requires a response to this item.
Item 6. Ownership of More than Five Percent on
Behalf of Another Person.
None/Not Applicable
Item 7. Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
None/Not Applicable
Item 8. Identification and Classification of Members
of the Group.
None/Not Applicable
Item 9. Notice of Dissolution of Group.
None/Not Applicable
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CUSIP No. 58503F106
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13G
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Page 5 of 5 Pages
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Item 10. Certification.
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(a)
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The following certification shall be included if the statement is filed pursuant to §240.13d-1(b):
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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(b)
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The following certification shall be included if the statement is filed pursuant to §240.13d-1(c):
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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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.
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2/26/2021
Date
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/s/ Ronald
Mass
Signature
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Managing
Principal
Name/Title
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