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Sec Form 4 Filing - Edenbrook Capital LLC @ PANHANDLE OIL & GAS INC - 2020-09-24

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 *
Edenbrook Capital, LLC
2. Issuer Name and Ticker or Trading Symbol
PANHANDLE OIL & GAS INC [ PHX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
116 RADIO CIRCLE, SUITE 202
3. Date of Earliest Transaction (MM/DD/YY)
09/24/2020
(Street)
MOUNT KISCO, NY10549
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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
Class A Common Stock 2,610,602 I See footnotes ( 1 )
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
Put Option (Obligation to Buy) $ 1.5 09/24/2020 S( 3 ) 3,500 09/24/2020 06/18/2021 Common Stock 350,000 $ 0.25 ( 2 ) 3,500 I See Footnotes ( 1 )
Put Option (Obligation to Buy) $ 4 09/24/2020 P( 4 ) 500 03/13/2020 12/18/2020 Common Stock 50,000 $ 2.45 ( 2 ) 0 I See footnote ( 1 )
Put Option (Obligation to Buy) $ 6 09/24/2020 P( 4 ) 2,000 01/28/2020 12/18/2020 Common Stock 200,000 $ 4.48 ( 2 ) 0 I See Footnotes ( 1 )
Put Option (Obligation to Buy) $ 3 09/24/2020 P( 4 ) 1,000 03/13/2020 12/18/2020 Common Stock 100,000 $ 1.46 ( 2 ) 0 I See Footnotes ( 1 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Edenbrook Capital, LLC
116 RADIO CIRCLE
SUITE 202
MOUNT KISCO, NY10549
X
Brolin Jonathan
116 RADIO CIRCLE
SUITE 202
MOUNT KISCO, NY10549
X
Signatures
Edenbrook Capital, LLC; By: /s/ Jonathan Brolin, Managing Member 09/25/2020
** Signature of Reporting Person Date
/s/ Jonathan Brolin 09/25/2020
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )The securities reported herein are held in the accounts of private funds. Edenbrook Capital, LLC may be deemed to be a beneficial owner of such securities by virtue of its role as the investment manager of such private funds. Jonathan Brolin may be deemed to be a beneficial owner of such securities by virtue of his role as managing member of Edenbrook Capital, LLC. Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of its pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 for any other purpose.
( 2 )Price shown equals per share option premium. Each contract represents 100 shares.
( 3 )The private funds managed by Edenbrook Capital, LLC wrote 3,500 put option contracts expiring in June 2021 which provide that the private funds will be required to purchase shares of Common Stock at the stated strike price if the counterparty exercises such option.
( 4 )The private funds managed by Edenbrook Capital, LLC bought to cover, and closed out, the previously disclosed put option contracts.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.