William T Fennebresque Form 3/A PHX MINERALS / Ryan A Turner ownership change

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^*

SRP CAPITAL ADVISORS, LLC

(Last) (First) (Middle)

3811 TURTLE CREEK BLVD.

SUITE 1100

(Street)

DALLAS TX 75219

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/24/2021

3. Issuer Name and Ticker or Trading Symbol
PHX MINERALS 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)
10/04/2021

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	3,549,207	D(1)(2)(3)(4)(5)(6)(7)(8)(9)(10)(11)(12)(13)(14)(15)(16)(17)(18)

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

1. Name and Address of Reporting Person^*

SRP CAPITAL ADVISORS, LLC

(Last) (First) (Middle)

3811 TURTLE CREEK BLVD.

SUITE 1100

(Street)

DALLAS TX 75219

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SRPO-II Manager, LP

(Last) (First) (Middle)

3811 TURTLE CREEK BLVD

SUITE 1100

(Street)

DALLAS TX 75219

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Crestwood Exploration Partners, LLC

(Last) (First) (Middle)

3811 TURTLE CREEK BLVD

SUITE 1100

(Street)

DALLAS TX 75219

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Palmetto Investment Partners, LLC

(Last) (First) (Middle)

3811 TURTLE CREEK BLVD

SUITE 1100

(Street)

DALLAS TX 75219

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Palmetto Investment Partners II, LLC

(Last) (First) (Middle)

3811 TURTLE CREEK BLVD

SUITE 1100

(Street)

DALLAS TX 75219

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CWEP-SRPOII Investments, LLC

(Last) (First) (Middle)

3811 TURTLE CREEK BLVD

SUITE 1100

(Street)

DALLAS TX 75219

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

PIP-SRPOII Investments, LLC

(Last) (First) (Middle)

3811 TURTLE CREEK BLVD

SUITE 1100

(Street)

DALLAS TX 75219

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

PIPII-SRPOII Investments, LLC

(Last) (First) (Middle)

3811 TURTLE CREEK BLVD

SUITE 1100

(Street)

DALLAS TX 75219

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Fennebresque William T

(Last) (First) (Middle)

3811 TURTLE CREEK BLVD

SUITE 1100

(Street)

DALLAS TX 75219

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Turner Ryan A

(Last) (First) (Middle)

3811 TURTLE CREEK BLVD

SUITE 1100

(Street)

DALLAS TX 75219

(City) (State) (Zip)

Explanation of Responses:

1. Exhibit 99.1 This Form 3 is being jointly filed by and on behalf of each of SRP Capital Advisors LLC, a Delaware limited liability company and investment adviser registered with the Securities and Exchange Commission ("SRP"), SRP Opportunities II GP, LP, and SRPO-II Partners I GP, LP, Delaware limited partnerships (the "General Partners"), SRP Opportunities II, LP and SRPO-II Partners I, LP, Delaware limited partnerships that are private pooled investment vehicles (the "Funds"), SRPO-II Manager, LP, a Delaware limited partnership (the "Relying Adviser"), Crestwood Exploration Partners, LLC, Palmetto Investment Partners, LLC, and Palmetto Investment Partners II, LLC, Delaware limited liability companies (the "Portfolio Investment Entities"), CWEP-SRPOII Investments, LLC, PIP-SRPOII Investments, LLC, and PIPII-SRPOII Investments, LLC, Delaware limited liability companies (the "Portfolio Holding Companies"),William T. Fennebresque, and Ryan A. Turner.

2. Exhibit 99.1 (Continued) The Portfolio Investment Entities are the direct beneficial owners of the securities covered by this Form 3. The securities covered hereby were acquired in connection with the previously disclosed transactions pursuant to (i) the purchase and sale agreement, dated as of April 14, 2021, by and between the Portfolio Investment Entities and the Issuer (which transaction closed on April 30, 2021) and (ii) the purchase and sale agreement, dated as of September 16, 2021, by and between Palmetto Investment Partners II, LLC and the Issuer (which transaction closed on September 24, 2021). The Portfolio Holding Companies hold, and may be deemed to beneficially own securities owned by, the Portfolio Investment Entities. The Funds invest in and through, and may be deemed to beneficially own securities owned by, the Portfolio Holdings Companies.

3. Exhibit 99.1 (Continued) SRP Opportunities II, LP and SRPO-II Partners I, LP (i.e., the Funds) hold an approximately 62% and 38% interest, respectively, in each of the Portfolio Holding Companies. SRP Opportunities II GP, LP, and SRPO-II Partners I GP, LP (i.e., the General Partners) are the general partners of SRP Opportunities II, LP and SRPO-II Partners I, LP, respectively. The Relying Adviser relies on SRP's registration as an investment adviser with the Securities and Exchange Commission and serves as the investment manager to and may be deemed to beneficially own securities owned by, the Funds. William T. Fennebresque and Ryan A. Turner are the Managing Partners of, and may be deemed to beneficially own securities owned by, the General Partners and Relying Adviser.

4. Exhibit 99.1 (Continued) William T. Fennebresque and Ryan A. Turner are the Managers of, and may be deemed to beneficially own securities owned by, SRP. In addition, William T. Fennebresque and Ryan A. Turner are Managing Partners or Managers of each entity listed as a reporting person on this filing.

5. Exhibit 99.2 SRP Capital Advisors LLC By: /s/ William T. Fennebresque Name: William T. Fennebresque Title: Manager Date: October 4, 2021 By: /s/ Ryan A. Turner Name: Ryan A. Turner Title: Manager Date: October 4, 2021

6. Exhibit 99.2 (Continued) SRP Opportunities II, LP By: SRP Opportunities II GP, LP, its general partner By: SRPO-II GP Management, LP, its general partner By: SRPO-II Holdings, LLC, its member By: /s/ William T. Fennebresque Name: William T. Fennebresque Title: Managing Person Date: October 4, 2021 By: /s/ Ryan A. Turner Name: Ryan A. Turner Title: Managing Person Date: October 4, 2021

7. Exhibit 99.2 (Continued) SRPO-II Partners I, LP By: SRPO-II Partners I GP, LP, its general partner By: SRPO-II GP Management, LP, its general partner By: SRPO-II Holdings, LLC, its member By: /s/ William T. Fennebresque Name: William T. Fennebresque Title: Managing Person Date: October 4, 2021 By: /s/ Ryan A. Turner Name: Ryan A. Turner Title: Managing Person Date: October 4, 2021

8. Exhibit 99.2 (Continued) SRP Opportunities II GP, LP By: SRPO-II GP Management, LP, its general partner By: SRPO-II Holdings, LLC, its member By: /s/ William T. Fennebresque Name: William T. Fennebresque Title: Managing Person Date: October 4, 2021 By: /s/ Ryan A. Turner Name: Ryan A. Turner Title: Managing Person Date: October 4, 2021

9. Exhibit 99.2 (Continued) SRPO-II Partners I GP, LP By: SRPO-II GP Management, LP, its general partner By: SRPO-II Holdings, LLC, its member By: /s/ William T. Fennebresque Name: William T. Fennebresque Title: Managing Person Date: October 4, 2021 By: /s/ Ryan A. Turner Name: Ryan A. Turner Title: Managing Person Date: October 4, 2021

10. Exhibit 99.2 (Continued) SRPO-II Manager, LP By: SRPO-II IM Holdings, LLC, its general partner By: /s/ William T. Fennebresque Name: William T. Fennebresque Title: Managing Person Date: October 4, 2021 By: /s/ Ryan A. Turner Name: Ryan A. Turner Title: Managing Person Date: October 4, 2021

11. Exhibit 99.2 (Continued) Crestwood Exploration Partners, LLC By: /s/ William T. Fennebresque Name: William T. Fennebresque Title: Manager Date: October 4, 2021 By: /s/ Ryan A. Turner Name: Ryan A. Turner Title: Manager Date: October 4, 2021

12. Exhibit 99.2 (Continued) Palmetto Investment Partners, LLC By: /s/ William T. Fennebresque Name: William T. Fennebresque Title: Manager Date: October 4, 2021 By: /s/ Ryan A. Turner Name: Ryan A. Turner Title: Manager Date: October 4, 2021

13. Exhibit 99.2 (Continued) Palmetto Investment Partners II, LLC By: /s/ William T. Fennebresque Name: William T. Fennebresque Title: Manager Date: October 4, 2021 By: /s/ Ryan A. Turner Name: Ryan A. Turner Title: Manager Date: October 4, 2021

14. Exhibit 99.2 (Continued) CWEP-SRPOII Investments, LLC By: /s/ William T. Fennebresque Name: William T. Fennebresque Title: Manager Date: October 4, 2021 By: /s/ Ryan A. Turner Name: Ryan A. Turner Title: Manager Date: October 4, 2021

15. Exhibit 99.2 (Continued) PIP-SRPOII Investments, LLC By: /s/ William T. Fennebresque Name: William T. Fennebresque Title: Manager Date: October 4, 2021 By: /s/ Ryan A. Turner Name: Ryan A. Turner Title: Manager Date: October 4, 2021

16. Exhibit 99.2 (Continued) PIPII-SRPOII Investments, LLC By: /s/ William T. Fennebresque Name: William T. Fennebresque Title: Manager Date: October 4, 2021 By: /s/ Ryan A. Turner Name: Ryan A. Turner Title: Manager Date: October 4, 2021

17. Exhibit 99.2 (Continued) William Tudor Fennebresque By: /s/ William T. Fennebresque Name: William T. Fennebresque Date: October 4, 2021

18. Exhibit 99.2 (Continued) Ryan Andrew Turner By: /s/ Ryan A. Turner Name: Ryan A. Turner Date: October 4, 2021

Remarks:

See Explanation of Responses

	/s/ SRP Capital Advisors LLC	10/04/2021
	/s/ SRPO-II Manager, LP	10/04/2021
	/s/ Crestwood Exploration Partners, LLC	10/04/2021
	/s/ Palmetto Investment Partners, LLC	10/04/2021
	/s/ Palmetto Investment Partners II, LLC	10/04/2021
	/s/ CWEP-SRPOII Investments, LLC	10/04/2021
	/s/ PIP-SRPOII Investments, LLC	10/04/2021
	/s/ PIPII-SRPOII Investments, LLC	10/04/2021
	/s/ William Tudor Fennebresque	10/04/2021
	/s/ Ryan Andrew Turner	10/04/2021
	** 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).
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