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"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 23)*
|
Phibro Animal Health Corporation (Name of Issuer) |
Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) |
71742Q106 (CUSIP Number) |
Jack C. Bendheim Glenpointe Centre East, 3rd Fl., 300 Frank W. Burr Blvd., Ste 21 Teaneck, NJ, 07666-6712 (201) 329-7300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/11/2025 (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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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 (“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).
SCHEDULE 13D
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| CUSIP No. | 71742Q106 |
| 1 |
Name of reporting person
BFI Co., LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
20,000,234.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
49.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
Comment for Type of Reporting Person:
The Reporting Person holds 39,200 shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), and 19,961,034 shares of Class B Common Stock, par value $0.0001 per share ("Class B Common Stock" and, together with the Class A Common Stock, the "Common Stock") as of December 15, 2025. Class B Common Stock is convertible into Class A Common Stock at any time after issuance on a one-for-one basis, and has no expiration date. Class B Common Stock has economic rights identical to Class A Common Stock and entitles the record holder to ten (10) votes per share of Class B Common Stock on all matters to be voted on by stockholders generally. Class A Common Stock entitles the record holder to one (1) vote per share of Class A Common Stock. All percentages are calculated using a fraction, the numerator of which is the total number of shares of Common Stock set forth above and the denominator of which is 40,534,170, which is equal to the sum of 20,573,136 shares of Class A Common Stock outstanding as of December 12, 2025, as reported by the Issuer to the Reporting Person, plus 19,961,034 shares of Class A Common Stock issuable upon conversion of Class B Common Stock beneficially owned by the Reporting Person.
SCHEDULE 13D
|
| CUSIP No. | 71742Q106 |
| 1 |
Name of reporting person
Jack C. Bendheim | ||||||||
| 2 |
Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
20,000,234.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
49.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The reported securities represent 20,000,234 shares of Common Stock directly held by BFI Co., LLC. Mr. Bendheim exercises voting and dispositive power over BFI Co., LLC and may be deemed to have shared voting and investment power over the securities held by BFI Co., LLC. Mr. Bendheim may be deemed to be the beneficial owner of 39,200 shares of Class A Common Stock and 19,961,034 shares of Class B Common Stock as of December 15, 2025. Class B Common Stock has economic rights identical to Class A Common Stock and entitles the record holder to ten (10) votes per share of Class B Common Stock on all matters to be voted on by stockholders generally. Class A Common Stock entitles the record holder to one (1) vote per share of Class A Common Stock. All percentages are calculated using a fraction, the numerator of which is the total number of shares of Common Stock set forth above and the denominator of which is 40,534,170, which is equal to the sum of 20,573,136 shares of Class A Common Stock outstanding as of December 12, 2025, as reported by the Issuer to the Reporting Person, plus 19,961,034 shares of Class A Common Stock issuable upon conversion of Class B Common Stock beneficially owned by the Reporting Person.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
Phibro Animal Health Corporation | |
| (c) | Address of Issuer's Principal Executive Offices:
Glenpointe Centre East, 3rd Fl., 300 Frank W. Burr Blvd., Ste 21, Teaneck,
NEW JERSEY
, 07666-6712. | |
Item 1 Comment:
This Amendment No. 23 to Schedule 13D (this "Amendment") relates to the Class A Common Stock of Phibro Animal Health Corporation, a Delaware corporation (the "Issuer") beneficially owned by the Reporting Persons. This Amendment is being filed by each of the Reporting Persons to amend the Schedule 13D (the "Schedule 13D") which was originally filed on April 29, 2014 and amended by that certain Amendment No. 1 to Schedule 13D, filed August 11, 2014, that certain Amendment No. 2 to Schedule 13D, filed March 24, 2015, that certain Amendment No. 3 to Schedule 13D, filed August 4, 2015, that certain Amendment No. 4 to Schedule 13D, filed November 2, 2015, that certain Amendment No. 5 to Schedule 13D, filed March 23, 2016, that certain Amendment No. 6 to Schedule 13D, filed May 30, 2017, that certain Amendment No. 7 to Schedule 13D, filed June 23, 2017, that certain Amendment No. 8 to Schedule 13D, filed July 14, 2017, that certain Amendment No. 9 to Schedule 13D, filed December 26, 2017, that certain Amendment No. 10 to Schedule 13D, filed June 26, 2018, that certain Amendment No. 11 to Schedule 13D, filed September 17, 2018, that certain Amendment No. 12 to Schedule 13D, filed June 26, 2019, that certain Amendment No. 13 to Schedule 13D, filed December 20, 2019, that certain Amendment No. 14 to Schedule 13D, filed June 8, 2020, that certain Amendment No. 15 to Schedule 13D, filed December 15, 2020, that certain Amendment No. 16 to Schedule 13D, filed June 25, 2021, that certain Amendment No. 17 to Schedule 13D, filed May 25, 2022, that certain Amendment No. 18 to Schedule 13D, filed December 16, 2022, that certain Amendment No. 19 to Schedule 13D, filed June 8, 2023, that certain Amendment No. 20 to Schedule 13D, filed February 12, 2024, that certain Amendment No. 21 to Schedule 13D, filed November 15, 2024 and that certain Amendment No. 22 to Schedule 13D, filed June 3, 2025. Except as otherwise set forth herein, this Amendment does not modify any of the information previously reported by the Reporting Persons in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby supplemented as follows: On December 11, 2025, BFI Co., LLC ("BFI") entered into a Rule 10b5-1 sales plan (the "Sales Plan") with Goldman, Sachs & Co. LLC ("Broker") pursuant to which Broker is authorized and directed to sell on behalf of BFI up to 528,000 shares of Class A Common Stock through September 15, 2026, subject to satisfaction of certain conditions, including among others, minimum sale prices and limits on the number of shares that can be sold on a single trading day. All transactions under the Sales Plan are to be made in accordance with the terms and conditions of the Sales Plan. The Sales Plan was adopted to enable BFI to sell a modest portion of its shares of Class A Common Stock (and Class B Common Stock that BFI converts to Class A Common Stock). By using a Rule 10b5-1 Sales Plan, BFI can diversify its investment portfolio over an extended period of time. The Sales Plan became effective as of December 11, 2025 and shall terminate on the earliest of (a) September 15, 2026, (b) the date on which all transactions under the Sales Plan are completed, (c) the date Broker reasonably determines that: (i) the Sales Plan does not comply with Rule 10b5-1(c) or other applicable laws, (ii) BFI has not complied with the Sales Plan, or (iii) BFI's representations or warranties in the Sales Plan are not true and correct, or BFI can no longer make such representations and warranties, (d) the date Broker receives notice of the death, dissolution, liquidation, bankruptcy or insolvency of BFI or the Issuer, (e) the date Broker receives notice of the closing of a merger, recapitalization, acquisition, tender or exchange offer, or other business combination or reorganization resulting in the exchange or conversion of the shares of the Issuer into shares of another company, (f) the date the stock of the Issuer is no longer listed on a national securities exchange or (g) the date that the Broker receives notice in writing of termination of the Sales Plan from BFI in the form specified in the Sales Plan with the written acknowledgement of the Issuer. The first possible trade date under the Sales Plan is March 13, 2026. Based on BFI's beneficial ownership as of December 15, 2025, if all shares covered by the Sales Plan are sold, BFI will continue to hold 39,200 shares of Class A Common Stock and 19,433,034 shares of Class B Common Stock, which are exchangeable for 19,433,034 shares of Class A Common Stock. Except as described above, none of the Reporting Persons currently has any plans or proposals which would be related to or would result in any of the matters described in Items 4(a)-(j) of Schedule 13D. However, as part of the ongoing evaluation of investment alternatives, the Reporting Persons may consider such matters and, subject to applicable law, may formulate a plan with respect to such matters, and, from time to time, one or more Reporting Persons may hold discussions with or make formal proposals to management or the Board of Directors of the Issuer or other third parties regarding such matters as permitted by law. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Schedule 13D is hereby supplemented as follows: The ownership percentages set forth below are based on 20,573,136 shares of Class A Common Stock outstanding as of December 12, 2025, as reported by the Issuer to the Reporting Persons, plus 19,961,034 shares of Class A Common Stock issuable upon conversion of Class B Common Stock beneficially owned by the Reporting Persons. BFI directly owns 39,200 shares of Class A Common Stock and 19,961,034 shares of Class B Common Stock as of December 15, 2025, representing 49.3% of the total number of shares of Class A Common Stock outstanding, assuming that all outstanding shares of Class B Common Stock are converted into shares of Class A Common Stock. As the Class A Manager of BFI, Mr. Bendheim may be deemed to beneficially own the 39,200 shares of Class A Common Stock and 19,961,034 shares of Class B Common Stock owned by BFI. | |
| (b) | Item 5(b) of the Schedule 13D is hereby supplemented as follows: Mr. Bendheim has the sole authority to vote all of the Common Stock of the Issuer owned by BFI and, together with certain other family members, is the manager of BFI with respect to the economic rights pertaining to such Common Stock of the Issuer owned by BFI. | |
| (c) | Item 5(c) of the Schedule 13D is hereby supplemented as follows: Within the prior 60 days, the Reporting Persons disposed of shares of Class A Common Stock in the market transactions set forth in Exhibit 2 attached hereto. Except for the foregoing or as otherwise set forth herein, there were no transactions in securities of the Issuer beneficially owned by the Reporting Persons in the last 60 days. | |
| (d) | Other than the Reporting Persons, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Reporting Persons' securities. | |
| (e) | Not applicable. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 1 - Joint Filing Agreement, dated as of April 29, 2014, by and among the Reporting Persons (incorporated by reference to Exhibit 1 to Schedule 13D filed with the Securities and Exchange Commission by the Reporting Persons on April 29, 2014). Exhibit 2 - Transactions by the Reporting Persons. | ||
| 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.
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