Sec Form 4 Filing - MCDONNELL THOMAS A @ ENDI 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 MCDONNELL THOMAS A 2. Issuer Name and Ticker or Trading Symbol ENDI Corp. [ ENDI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2400 OLD BRICK ROAD, SUITE 115, C/O ENDI CORP. 3. Date of Earliest Transaction (MM/DD/YY) 02/28/2023 (Street) GLEN ALLEN, VA23060 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

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 Restricted Stock Units ( 1 ) 02/28/2023 A 5,250 ( 2 ) ( 2 ) ( 2 ) Class A Common Stock 5,250 ( 2 ) $ 0 5,250 ( 2 ) D

Reporting Owners Reporting Owner Name / Address Relationsh ips Director 10% Owner Officer Other MCDONNELL THOMAS A 2400 OLD BRICK ROAD SUITE 115, C/O ENDI CORP. GLEN ALLEN, VA23060 X Signatures /s/ David Sherman as Attorney-In-Fact for Thomas McDonnell 03/02/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock. ( 2 )The restricted stock unit grant was approved by the Issuer's board of directors on February 28, 2023, subject to stockholder approval of the Issuer's 2022 Omnibus Equity Incentive Plan (the "Stockholder Approval") under which the restricted stock unit grant was awarded. The restricted stock units shall vest immediately, in full, upon receipt of Stockholder Approval. Notwithstanding the foregoing, if the Issuer's stockholders do not approve the 2022 Omnibus Equity Incentive Plan at the Issuer's 2023 annual stockholder meeting, the restricted stock unit grant shall be null and void. The restricted stock units shall be settled by the Issuer in the year following the year in which the applicable vesting date occurs, but no later than March 15 of such following year.

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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