Sec Form 13G Filing - HEFNER ROBERT A III @ PHX MINERALS INC.

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 01)*

PHX Minerals Inc.

(Name of Issuer)

Class A Common Stock, par value $0.01666

(Title of Class of Securities)

698477106

(CUSIP Number)

September 30, 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:

o Rule 13d-1(b)

x Rule 13d-1(c)

o 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 the disclosures provided in a prior cover page.

The information required in 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).

CUSIP No.

698477106


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
		GHK Royalty LLC 46-0882615

2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
		(a) x
		(b) o

3		SEC USE ONLY



4		CITIZENSHIP OR PLACE OF ORGANIZATION

		Oklahoma

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:			5	SOLE VOTING POWER

				3,000,000

			6	SHARED VOTING POWER

				0

			7	SOLE DISPOSITIVE POWER

				3,000,000

			8	SHARED DISPOSITIVE POWER

				0

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	3,000,000

10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

		o

11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

		13.5%

12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

		OO
		FOOTNOTES

		Based on the number of Class A Common stock outstanding as disclosed in the Issuer's Prospectus Supplement, filed with the Securities and Exchange Commission on September 1, 2020 and the Form 8-K, disclosing full exercise of the over-allotment option, as filed with the Securities and Exchange Commission on September 1, 2020.

CUSIP No.

698477106


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Robert A. Hefner III 00-0000000

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER

			3,677,795

		6	SHARED VOTING POWER

			0

		7	SOLE DISPOSITIVE POWER

			3,677,795

		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	3,677,795

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	16.5%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO
	FOOTNOTES

	Based on the number of Class A Common stock Outstanding as disclosed in the Issuer's Prospectus Supplement, filed with the Securities and Exchange Commission on September 1, 2020 and the Form 8-K, disclosing full exercise of the over-allotment option, as filed with the Securities and Exchange Commission on September 1, 2020.

Item 1.

(a)

Name of Issuer

PHX Minerals Inc.

(b)

Address of Issuer’s Principal Executive Offices

16 NW Expressway, Suite 1100
Oklahoma City, OK 73118

Item 2.

(a)

Name of Person Filing

		(1)	GHK Royalty LLC

		(2)	Robert A. Hefner III

(b)

Address of Principal Business Office or, if none, Residence

(1)

GHK Royalty LLC
6304 Waterford Boulevard
Suite 470
Oklahoma City, OK 73118

(2)

Robert A. Hefner III
6305 Waterford Boulevard
Suite 470
Oklahoma City, OK 73118

(c)

Citizenship

(1)

GHK Royalty LLC: Oklahoma

(2)

Robert A. Hefner III: United States

(d)

Title of Class of Securities

Class A Common Stock, par value $0.01666

(e)

CUSIP Number

698477106

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:

(a)

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

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);

(j)

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).

(k)

A group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

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.

(a)

Amount beneficially owned:

(1)

GHK Royalty LLC: 3,000,000

(2)

Robert A. Hefner III: 3,677,795

(b)

Percent of class:

(1)

GHK Royalty LLC: 13.50%

(2)

Robert A. Hefner III: 16.50%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote:

(1)

GHK Royalty LLC: 3,000,000

(2)

Robert A. Hefner III: 3,677,795

(ii)

Shared power to vote or to direct the vote:

(1)

GHK Royalty LLC: 0

(2)

Robert A. Hefner III: 0

(iii)

Sole power to dispose or to direct the disposition of:

(1)

GHK Royalty LLC: 3,000,000

(2)

Robert A. Hefner III: 3,677,795

(iv)

Shared power to dispose or to direct the disposition of:

(1)

GHK Royalty LLC: 0

(2)

Robert A. Hefner III: 0

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 o .

N/A

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

N/A

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

N/A

Item 8.

Identification and Classification of Members of the Group

N/A

Item 9.

Notice of Dissolution of Group

N/A

Item 10.	Certification

	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, other than activities solely in connection with a nomination under §240.14a-11.

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.

	GHK Royalty LLC

Date: August 31, 2022	By:	/s/ /s/ Robert A. Hefner III
		Name: /s/ Robert A. Hefner III
		Title: Manager

	Robert A. Hefner III

Date: August 31, 2022	By:	/s/ /s/ Robert A. Hefner III
		Name: /s/ Robert A. Hefner III
		Title: Robert A. Hefner III, Individual

Footnotes:

Attention:

Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

Sec Form 13G Filing - HEFNER ROBERT A III filing for PHX MINERALS INC. (PHX) - 2022-09-01