SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
PHI, Inc.
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(Name of Issuer)
NON-VOTING COMMON STOCK, PAR VALUE OF $0.10 PER SHARE
VOTING COMMON STOCK, PAR VALUE OF $0.10 PER SHARE
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(Title of Class of Securities)
69336T205
69336T106
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(CUSIP Number)
Christopher E. Olin
Alesia Asset Management LLC
22287 Mulholland Highway, Suite 180
Calabasas, CA 91302
(818) 458-8459
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(Name, Address and Telephone Number of the Person
Authorized to Receive Notices and Communications)
August 20, 2018
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition that is the
subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g),
check the following box [ ].
Note. Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all
exhibits. See Section 240.13d-7 for other parties to whom
copies are to be sent.
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 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.)
CUSIP NO. 69336T205
69336T106
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1. Names of Reporting Persons
Alesia Value Fund LLC
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2. Check the Appropriate Box (a) [X]
if a Member of a Group (b) [_]
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3. S.E.C. Use Only
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4. Source of Funds
WC
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5. Check box if disclosure of legal proceedings
is required pursuant to items 2(d) or 2(e): [_]
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6. Citizenship or Place of Organization
California
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Number of Shares (7) Sole Voting Power 0
Beneficially (8) Shared Voting Power 33,402 shares
Owned by Each of Non-Voting
Reporting Person With: Common Stock
(9) Sole Dispositive Power 0
(10) Shared Dispositive Power 33,402 shares
of Non-Voting
Common Stock
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
33,402 shares of Non-Voting Common Stock
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12. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
[_]
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13. Percent of Class Represented by Amount in Row 9
0.3% of the outstanding shares of Non-Voting Common Stock
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14. Type of Reporting Person
OO
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1. Names of Reporting Persons
Alesia Asset Management LLC
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2. Check the Appropriate Box (a) [X]
if a Member of a Group (b) [_]
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3. S.E.C. Use Only
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4. Source of Funds
AF
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5. Check box if disclosure of legal proceedings
is required pursuant to items 2(d) or 2(e): [_]
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6. Citizenship or Place of Organization
California
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Number of Shares (7) Sole Voting Power 0
Beneficially (8) Shared Voting Power 33,402 shares
Owned by Each of Non-Voting
Reporting Person With: Common Stock
(9) Sole Dispositive Power 0
(10) Shared Dispositive Power 33,402 shares
of Non-Voting
Common Stock
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
33,402 shares of Non-Voting Common Stock
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12. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
[_]
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13. Percent of Class Represented by Amount in Row 9
0.3% of the outstanding shares of Non-Voting Common Stock
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14. Type of Reporting Person
IA
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1. Names of Reporting Persons
Alesia Investment Management LLC
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2. Check the Appropriate Box (a) [X]
if a Member of a Group (b) [_]
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3. S.E.C. Use Only
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4. Source of Funds
OO
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5. Check box if disclosure of legal proceedings
is required pursuant to items 2(d) or 2(e): [_]
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6. Citizenship or Place of Organization
California
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Number of Shares (7) Sole Voting Power 0
Beneficially (8) Shared Voting Power 212,873 shares
Owned by Each of Non-Voting
Reporting Person With: Common Stock
4,363 shares
of Voting
Common Stock
(9) Sole Dispositive Power 0
(10) Shared Dispositive Power 212,873 shares
of Non-Voting
Common Stock
4,363 shares
of Voting
Common Stock
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
212,873 shares of Non-Voting Common Stock
4,363 shares of Voting Common Stock
(See Item 5)
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12. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
[_]
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13. Percent of Class Represented by Amount in Row 9
1.6% of the outstanding shares of Non-Voting Common Stock
0.2% of the outstanding share of Voting Common Stock
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14. Type of Reporting Person
IA
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1. Names of Reporting Persons
Christopher E. Olin
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2. Check the Appropriate Box (a) [X]
if a Member of a Group (b) [_]
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3. S.E.C. Use Only
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4. Source of Funds
AF, PF
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5. Check box if disclosure of legal proceedings
is required pursuant to items 2(d) or 2(e): [_]
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6. Citizenship or Place of Organization
United States of America
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Number of Shares (7) Sole Voting Power 4,232 shares
Beneficially of Non-Voting
Owned by Each Common Stock
Reporting Person With:
888 shares of
Voting Common
Stock
(8) Shared Voting Power 246,275 shares
of Non-Voting
Common Stock
4,363 shares
of Voting
Common Stock
(9) Sole Dispositive Power 4,232 shares
of Non-Voting
Common Stock
888 shares of
Voting Common
Stock
(10) Shared Dispositive Power 246,275 shares
of Non-Voting
Common Stock
4,363 shares
of Voting
Common Stock
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
250,507 shares of Non-Voting Common Stock
5,251 shares of Voting Common Stock
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12. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
[_]
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13. Percent of Class Represented by Amount in Row 9
1.9% of the outstanding shares of Non-Voting Common Stock
0.2% of the outstanding share of Voting Common Stock
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14. Type of Reporting Person
IN
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1. Names of Reporting Persons
Timothy Stabosz
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2. Check the Appropriate Box (a) [X]
if a Member of a Group (b) [_]
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3. S.E.C. Use Only
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4. Source of Funds
PF
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5. Check box if disclosure of legal proceedings
is required pursuant to items 2(d) or 2(e): [_]
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6. Citizenship or Place of Organization
United States of America
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Number of Shares (7) Sole Voting Power 363,174 shares
Beneficially of Non-Voting
Owned by Each Common Stock
Reporting Person With:
2,000 shares of
Voting Common
Stock
(8) Shared Voting Power 0
(9) Sole Dispositive Power 363,174 shares
of Non-Voting
Common Stock
2,000 shares of
Voting Common
Stock
(10) Shared Dispositive Power 0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
363,174 shares of Non-Voting Common Stock
2,000 shares of Voting Common Stock
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12. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
[_]
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13. Percent of Class Represented by Amount in Row 9
2.8% of the outstanding shares of Non-Voting Common Stock
0.1% of the outstanding share of Voting Common Stock
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14. Type of Reporting Person
IN
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Item 1. Security and Issuer.
This statement on Schedule 13D relates to shares of Voting Common Stock,
par value $0.10 per share, and Non-Voting Common
Stock, par value $0.10 per share (collectively, the "Shares"), of PHI,
Inc. (the "Issuer"). The address of the principal executive office of
the Issuer is 2001 SE Evangeline Thruway, Lafayette, LA 70508.
Item 2. Identity and Background.
a. This statement is filed by (i) Alesia Value Fund LLC ("AVF"), a
California limited liability company; (ii) Alesia Asset Management
LLC ("AAM"), a California limited liability company; (iii) Alesia
Investment Management LLC ("AIM"), a California limited liability
company; (iv) Christopher E. Olin ("Olin"); and (v) Timothy
Stabosz ("Stabosz").
b. The principal business address for AVF, AAM, and Olin is 22287
Mulholland Hwy, Suite 180, Calabasas, CA 91302. The principal
business office for AIM is 645 S. Catalina Ave, Pasadena, CA 91106.
The principal business office for Stabosz is 1501 Michigan Ave.,
La Porte, IN 46350.
c. (i) AVF is engaged in the business of securities analysis and
investment. AVF may seek to obtain majority or primary control,
board representation or other significant influence over the
businesses in which it holds an interest. (ii) The principal
business of AAM is to act as the managing member of AVF. (iii) AIM
is an investment advisor registered with the State of California.
This statement relates to Shares held in the investment advisory
accounts of AIM's clients. AIM may seek to obtain majority or
primary control, board representation or other significant
influence over the businesses in which its clients hold an
interest. (iv) Olin is the managing member of both AAM and AIM.
(v) Stabosz is a private investor.
d. Not applicable.
e. Not applicable.
f. AVF, AAM, and AIM are organized under the laws of California.
Olin and Stabosz are citizens of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
(i) The aggregate consideration paid for the 33,402 shares of Non-
Voting Common Stock owned directly by AVF was $348,432.60, inclusive
of brokerage commissions. The Shares owned by directly by AVF were
acquired with the working capital of AVF. (ii) The aggregate
consideration paid for the 212,873 shares of Non-Voting Common Stock
and 4,363 shares of Voting Common Stock purchased by AIM on behalf of
its investment advisory clients was $2,348,537.43 and $47,003.27,
respectively, inclusive of brokerage commissions. The Shares
purchased by AIM were acquired with the investment capital of AIM's
client accounts. (iii) The aggregate consideration paid for the
23,358 shares of Non-Voting Common Stock and 888 shares of Voting
Common Stock owned directly by Olin was $253,414.14 and $9,330.94,
respectively, inclusive of brokerage commissions. The shares owned
directly by Olin were purchased with personal funds. (iv) The
aggregate consideration paid for the 363,174 shares of Non-Voting
Common Stock and 2,000 shares of Voting Common Stock owned directly
by Stabosz was $3,495,476.39 and $16,204.95, respectively, inclusive
of brokerage commissions. The shares owned directly by Stabosz were
purchased with personal funds.
The Reporting Persons may effect purchases of Shares through margin
accounts maintained for them with brokers, who extend margin credit
as and when required to open or carry positions in their margin
accounts, subject to applicable federal margin regulations, stock
exchange rules, and such firms' credit policies. Positions in Shares
may be held in margin accounts and may be pledged as collateral
security for the repayment of debit balances in such accounts. Since
other securities may also be held in such margin accounts, it may not
be possible to determine the amounts, if any, or margin used to
purchase Shares.
Item 4. Purpose of Transaction.
The Reporting Persons purchased the Shares covered by this Schedule
13D based on the Reporting Persons' beliefs that the Shares, when
purchased, were undervalued and presented an attractive investment
opportunity. Depending upon overall market conditions, other investment
opportunities available to the Reporting Persons, and the availability
or demand of Shares at prices that would make the purchase or sale of
Shares desirable, the Reporting Persons may increase or decrease their
positions in the Issuer.
On August 20, 2018, Olin and Stabosz delivered a letter to the
Management and Board of Directors of the Issuer urging PHI to consider
strategic alternatives, including the sale of one or more of the
Issuer's operating segments, in lieu of refinancing its debt at what
the Reporting Persons view as usurious interest rates. This letter is
filed as an exhibit to this Schedule 13D.
Other than as described in this Item 4 and the attached letter, the
Reporting Persons do not have any present plan or proposal that would
related to or result in any of the matters set forth in subparagraphs
(a) - (j) of Item 4 of Schedule 13D. However, the Reporting Persons
reserve the right to change their plans at any time, as they deem
appropriate, in light of their ongoing evaluation of (a) their
business and liquidity objectives, (b) the Issuer's financial condition,
business, operations, competitive position, prospects, and/or share
price, (c) industry, economic, and/or securities markets conditions, (d)
alternative investment opportunities, and (e) other relevant factors.
Without limiting the generality of the preceding sentence, the Reporting
persons reserve the right (subject to any applicable restrictions under
law or contract) to at any time or from time to time encourage
(through, without limitation, communications with directors,
management, existing or prospective shareholders of the Issuer, existing
or potential strategic partners, industry analysts, and other investment
and financing professionals) the Issuer to consider or explore (A) sales
or acquisitions of assets or businesses, or extraordinary corporate
transactions, such as a merger, or (B) other changes to the Issuer's
business or structure.
Item 5. Interest in Securities of the Issuer.
Based on the Issuer's quarterly report on Form 10-Q filed on August 9,
2018, there were 2,905,757 shares of Voting Common Stock and 12,905,525
shares of Non-Voting Common Stock outstanding as of August 6, 2018.
As a group, the Reporting Persons control 4.7% of the Issuer's Non-
Voting Common Stock outstanding and 0.2% of the Issuer's Voting Common
Stock.
A. AVF directly owns 33,402 shares of Non-Voting Common Stock,
constituting 0.3% of the outstanding Non-Voting Common Stock. AVF
has shared voting and dispositional power for 33,402 shares of
Non-Voting Common Stock.
B. AAM is the managing member of AVF and may be deemed to be the
beneficial owner of the 33,402 shares of Non-Voting Common Stock
owned by AVF. This ownership constitutes 0.3% of the outstanding
Non-Voting Common Stock. AAM has shared voting and dispositional
power for 33,402 shares of Non-Voting Common Stock.
C. Investment advisory clients of AIM directly own 212,873 shares of
Non-Voting Common Stock and 4,363 shares of Voting Common Stock
These shares represent 1.6% and 0.2% of the outstanding Non-Voting
and Voting Common Stock, respectively. AIM has shared voting and
dispositional power for 212,873 and 4,363 shares of Non-Voting and
Voting Common Stock, respectively. For the investment advisory
accounts of AIM's clients that hold Shares, persons other than AIM
have the right to receive, or the power to direct the receipt of,
dividends from, or the proceeds from the sale of the Shares. No
individual client of AIM is known to hold more than five percent
of either class of the Issuer's Common Stock. Pursuant to Rule
13d-4 under the Securities Exchange Act of 1934, as amended, AIM
hereby declares that nothing in this schedule shall be construed
as an admission that AIM is, for purposes of Section 13(d) or
13(g) of Securities Exchange Act, the beneficiary of the
securities covered by this schedule.
D. Olin is the sole managing member of AAM and AIM. Olin therefore
has shared voting and dispositional power over 246,275 shares and
4,363 shares of Non-Voting and Voting Common Stock, respectively.
These shares represent 1.9% and 0.2% of the Issuer's outstanding
Non-Voting and Voting Common Stock, respectively. Olin owns
directly 23,358 and 888 shares of Non-Voting and Voting Common
Stock, respectively. These shares represent 0.2% and <0.1% of the
Issuer's Non-Voting and Voting Common Stock outstanding, respectively.
Olin shares voting and dispositional power with AIM for 19,126 shares
of Non-Voting Common Stock (0.1% of the outstanding Non-Voting Common
Stock) and has sole voting and dispositional power over 4,232 and 888
shares of Non-Voting and Voting Common Stock, respectively, each
representing <0.1% of their respective class of the Issuer's Common
Stock.
E. Stabosz directly owns 363,174 and 2,000 shares of the Non-Voting and
Voting Common Stock, respectively. These shares represent 2.8% and
0.1% of the Issuer's outstanding Non-Voting and Voting Common Stock,
respectively. Stabosz has sole voting and dispositional power over
363,174 and 2,000 shares of Non-Voting and Voting Common Stock,
respectively.
F. Transactions in the Shares by the Reporting Persons over the past
60 days are set forth in an attached exhibit and are incorporated
herein by reference. Transactions reported in the exhibit have been
aggregated by transaction date. The specific prices of individual
transactions will be made available to the Commission, the Issuer,
or any shareholder upon request.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act
of 1934, the Reporting Persons have entered into an agreement with
respect to the joint filing of this statement, and any amendment or
amendments thereto. This agreement is filed as an exhibit and is
incorporated herein by reference.
AIM holds powers of disposition and voting with respect to shares owned
by its investment advisory clients pursuant to certain advisory
agreements entered into between AIM and its clients.
Item 7. Material to be Filed as Exhibits.
Exhibit No. Description
Ex. 1 Letter to the Chairman of the Board
Ex. 2 Transactions in the Shares by the Reporting
Person
Ex. 3 Joint Filing Agreement
SIGNATURE
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.
Date: August 20, 2018
Alesia Value Fund LLC
By: Alesia Asset Management LLC
its managing member
/s/ Christopher E. Olin
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Name: Christopher E. Olin
Title: Managing Member
Alesia Asset Management LLC
/s/ Christopher E. Olin
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Name: Christopher E. Olin
Title: Managing Member
Alesia Investment Management LLC
/s/ Christopher E. Olin
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Christopher E. Olin, individually
/s/ Timothy Stabosz
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Timothy Stabosz, individually