Sec Form 4 Filing - Amster Howard @ PhenixFIN Corp - 2023-02-28

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Amster Howard 2. Issuer Name and Ticker or Trading Symbol PhenixFIN Corp [ PFX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O PHENIXFIN CORPORATION, 445 PARK AVENUE, 10TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 02/28/2023 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock, $0.001 par value 02/28/2023 P 1,850 A $ 38.6 ( 1 ) 232,888 D Common Stock, $0.001 par value 03/01/2023 P 5,105 A $ 38.9 ( 2 ) 237,993 D Common Stock, $0.001 par value 409 I By Howard Amster 2021 Charitable Remainder Unitrust 1 ( 3 ) Common Stock, $0.001 par value 11,700 I By Howard Amster 2021 Charitable Remainder Unitrust 2 ( 4 ) Common Stock, $0.001 par value 275 I By Howard Amster and Tamara Gould Charitable Remainder Unitrust U/A DTD 03/18/1993 ( 5 ) Common Stock, $0.001 par value 960 I By Howard Amster Charitable Remainder Unitrust U/A DTD 04/22/1998 ( 6 ) Common Stock, $0.001 par value 41 I By Howard Amster Charitable Remainder Unitrust U/A DTD 01/11/2005 ( 7 ) Common Stock, $0.001 par value 200 I By Samuel J. Heller Trust U/A 08/07/2002 ( 8 ) Common Stock, $0.001 par value 557 I By Pleasant Lake Corp ( 9 ) Common Stock, $0.001 par value 1,731 I By Amster Limited Partnership ( 10 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Amster Howard C/O PHENIXFIN CORPORATION 445 PARK AVENUE, 10TH FLOOR NEW YORK, NY10022 X X Signatures /s/ Howard Amster 03/02/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $38.00 to $38.99, inclusive. The reporting person undertakes to provide to PhenixFIN Corporation, any security holder of PhenixFIN Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (1) to this Form 4. ( 2 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $38.62 to $39.00, inclusive. The reporting person undertakes to provide to PhenixFIN Corporation, any security holder of PhenixFIN Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (2) to this Form 4. ( 3 )These shares are deemed to be beneficially owned by Howard Amster as a result of his capacity as trustee of Howard Amster 2021 Charitable Remainder Unitrust 1. ( 4 )These shares are deemed to be beneficially owned by Howard Amster as a result of his capacity as trustee of Howard Amster 2021 Charitable Remainder Unitrust 2. ( 5 )These shares are deemed to be beneficially owned by Howard Amster as a result of his capacity as trustee of Howard Amster and Tamara Gould Charitable Remainder Unitrust U/A DTD 03/18/1993. ( 6 )These shares are deemed to be beneficially owned by Howard Amster as a result of his capacity as trustee of Howard Amster Charitable Remainder Unitrust U/A DTD 04/22/1998. ( 7 )These shares are deemed to be beneficially owned by Howard Amster as a result of his capacity as trustee of Howard Amster Charitable Remainder Unitrust U/A DTD 01/11/2005. ( 8 )These shares are deemed to be beneficially owned by Howard Amster as a result of his capacity as trustee of the Samuel Heller Trust U/A 08/07/2002. ( 9 )These shares are deemed to be beneficially owned by Howard Amster as a result of his capacity as President of Pleasant Lake Corp. ( 10 )These shares are deemed to be beneficially owned by Howard Amster as a result of his capacity as general partner of Amster Limited Partnership.

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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