SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(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. 2)*
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)
October 4, 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 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 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 41,408 shares
Owned by Each of Non-Voting
Reporting Person With: Common Stock
(9) Sole Dispositive Power 0
(10) Shared Dispositive Power 41,408 shares
of Non-Voting
Common Stock
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
41,408 shares of Non-Voting Common Stock
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12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
[_]
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13. Percent of Class Represented by Amount in Row 11
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 41,408 shares
Owned by Each of Non-Voting
Reporting Person With: Common Stock
(9) Sole Dispositive Power 0
(10) Shared Dispositive Power 41,408 shares
of Non-Voting
Common Stock
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
41,408 shares of Non-Voting Common Stock
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12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
[_]
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13. Percent of Class Represented by Amount in Row 11
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 221,307 shares
Owned by Each of Non-Voting
Reporting Person With: Common Stock
(9) Sole Dispositive Power 0
(10) Shared Dispositive Power 221,307 shares
of Non-Voting
Common Stock
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
221,307 shares of Non-Voting Common Stock
(See Item 5)
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12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
[_]
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13. Percent of Class Represented by Amount in Row 11
1.7% 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
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 5,120 shares
Beneficially of Non-Voting
Owned by Each Common Stock
Reporting Person With: (8) Shared Voting Power 262,715 shares
of Non-Voting
Common Stock
(9) Sole Dispositive Power 5,120 shares
of Non-Voting
Common Stock
(10) Shared Dispositive Power 262,715 shares
of Non-Voting
Common Stock
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
267,835 shares of Non-Voting Common Stock
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12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
[_]
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13. Percent of Class Represented by Amount in Row 11
2.1% of the outstanding shares of Non-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 378,921 shares
Beneficially of Non-Voting
Owned by Each Common Stock
Reporting Person With:
22,600 shares
of Voting
Common Stock
(8) Shared Voting Power 0
(9) Sole Dispositive Power 378,921 shares
of Non-Voting
Common Stock
22,600 shares of
Voting Common
Stock
(10) Shared Dispositive Power 0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
378,921 shares of Non-Voting Common Stock
22,600 shares of Voting Common Stock
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12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
[_]
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13. Percent of Class Represented by Amount in Row 11
2.9% of the outstanding shares of Non-Voting Common Stock
0.8% of the outstanding shares of Voting Common Stock
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14. Type of Reporting Person
IN
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This Amendment No. 2 to Schedule 13D relates to the Schedule 13D filed on
August 20, 2018 (the "Original Schedule 13D") 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"), a citizen of the United States,
and (v) Timothy Stabosz ("Stabosz"), a citizen of the United States,
(collectively, the "Reporting Persons") relating to the Voting Common Stock,
par value $0.10 per share and the Non-Voting Common Stock, par value $0.10
per share, (collectively, the "Shares") of PHI, Inc., a Louisiana
corporation (the "Issuer").
Except as specifically amended by this Amendment No. 2, the Original
Schedule 13D is unchanged.
Item 3. Source and Amount of Funds or Other Consideration
The first paragraph of Item 3 of the Original Schedule 13D is hereby
amended and restated to read in full as follows:
"(i) The aggregate consideration paid for the 41,408 shares of Non-
Voting Common Stock owned directly by AVF was $423,847.27, 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 221,307 shares of Non-Voting Common Stock
purchased by AIM on behalf of its investment advisory clients was
$2,406,772.71, 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
24,246 shares of Non-Voting Common Stock owned directly by Olin was
$261,232.58, inclusive of brokerage commissions. The shares owned
directly by Olin were purchased with personal funds. (iv) The
aggregate consideration paid for the 378,921 and 22,600 shares of Non-
Voting and Voting Common Stock owned directly by Stabosz was
$3,585,047.74 and $190,092.01, respectively, inclusive of brokerage
commissions. The shares owned directly by Stabosz were purchased with
personal funds."
Item 4. Purpose of Transaction
Item 4 of the Original Schedule 13D is hereby amended and supplemented
by adding the following information:
"On September 28, 2018, the Issuer announced in a press release that
a financial advisor had been hired to assist the Issuer in evaluating
strategic alternatives to enhance shareholder value, among other goals.
In the same press release, the Issuer announced the refinancing and
maturity extension of its secured debt at a reasonable rate of 6%. The
new secured debt also dispenses with all previous financial covenants.
The Reporting Persons believe this significantly improves the Issuer's
financial position and paves the way for redeeming the Issuer's
outstanding bonds due in March 2019.
The Reporting Persons continue to believe Shares of the Issuer are
significantly undervalued. Moreover, the Reporting Persons believe that
the Issuer's Board of Directors will make a decision regarding strategic
alternatives that is in the best interests of shareholders.
Between September 5, 2018 and October 5, 2018, the Reporting Persons
made additional transactions in the Shares of the issuer. Purchases were
made based on the Reporting Persons' beliefs that the Shares, when
purchased, were undervalued and presented an attractive investment
opportunity. Sales were made for portfolio management purposes in open
market transactions. 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."
Item 5. Interest in Securities of the Issuer
Item 5 of the Original Schedule 13D is hereby amended and restated to read
in full as follows:
"Based on the Issuer's quarterly report on Form 10-Q filed on August 9,
2018, there were 12,905,525 shares of Non-Voting Common Stock and
2,905,757 shares of Voting Common Stock outstanding as of August 6,
2018.
As a group, the Reporting Persons control 5.0% and 0.8% of the Issuer's
Non-Voting and Voting Common Stock outstanding, respectively.
A. AVF directly owns 41,408 shares of Non-Voting Common Stock,
constituting 0.3% of the outstanding Non-Voting Common Stock. AVF
has shared voting and dispositional power for 41,408 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 41,408 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 41,408 shares of Non-Voting Common Stock.
C. Investment advisory clients of AIM directly own 221,307 shares of
Non-Voting Common Stock. These shares represent 1.7% of the
outstanding Non-Voting Common Stock. AIM has shared voting and
dispositional power for 221,307 of Non-Voting Common Stock. 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 262,715 shares of Non-
Voting Common Stock. These shares represent 2.0% of the Issuer's
outstanding Non-Voting Common Stock. Olin owns directly 24,246 shares
of Non-Voting Common Stock. These shares represent 0.2% of the
Issuer's Non-Voting Common Stock outstanding. 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 5,120 shares of Non-Voting Common
Stock, representing <0.1% of the outstanding shares of the Issuer's
Non-Voting Common Stock.
E. Stabosz directly owns 378,921 and 22,600 shares of the Non-Voting
and Voting Common Stock,respectively. These shares represent 2.9% and
0.8% of the Issuer's outstanding Non-Voting and Voting Common Stock,
respectively. Stabosz has sole voting and dispositional power over
378,921 and 22,600 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 7. Material to be Filed as Exhibits.
Item 7 of the Original Schedule 13D is hereby amended and supplemented
by adding a reference to the following exhibits:
Exhibit No. Description
Ex. 6 Amended Transactions in the Shares by the
Reporting Persons
SIGNATURES
After reasonable inquiry and to the best of each of the undersigned's
knowledge and belief, each of the undersigned certify that the
information set forth in this statement is true, complete and correct.
Date: October 9, 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