UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934 (Amendment No. 2)

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

Howard Amster,

445 Park Avenue, 10^th Floor

New York, NY 10022

(212) 859-0390

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d‑1(e), 13d-1(f) or 13d-1(g), check the following box:  ☐

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SCHEDULE 13D

 

1	NAMES OF REPORTING PERSONS
	Howard Amster 2021 Charitable Remainder Unitrust #2
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Ohio
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			11,700
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			11,700
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,700
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	<1%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

1	NAMES OF REPORTING PERSONS
	Howard Amster and Tamra Gould Charitable Remainder Unitrust U/A DTD 03/18/1993
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Ohio
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			275
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			275
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	275
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	<1%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

1	NAMES OF REPORTING PERSONS
	Howard Amster Charitable Remainder Unitrust U/A DTD 04/22/1998
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Ohio
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			960
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			960
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	960
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	<1%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

1	NAMES OF REPORTING PERSONS
	Howard Amster Charitable Remainder Unitrust U/A DTD 01/11/2005
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Ohio
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			41
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			41
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	41
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	<1%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

1	NAMES OF REPORTING PERSONS
	Samuel J. Heller Trust U/A DTD 08/07/2002
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Ohio
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			200
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			200
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	200
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	<1%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

1	NAMES OF REPORTING PERSONS
	Pleasant Lake Apartments Corp
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Ohio
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			557
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			557
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	557
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	<1%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

SCHEDULE 13D

Amendment No. 5

This Amendment No. 5 amends and supplements the Schedule 13D originally filed with the U.S. Securities and Exchange Commission (“SEC”) on December 27, 2019, as amended by Amendment No. 1 filed with the SEC on March 12, 2020, as amended by Amendment No. 2 filed with the SEC on May 15, 2020, as amended by Amendment No. 3 filed with the SEC on July 17, 2020, and as amended by Amendment No. 4 filed with the SEC on August 24, 2020, with respect to the common stock (the “Common Stock”) of PhenixFIN Corporation (the “Company”). This Amendment No. 5 is being filed by Howard Amster, Howard Amster 2019 Charitable Remainder Unitrust #1, Howard Amster 2021 Charitable Remainder Unitrust #1, Howard Amster 2021 Charitable Remainder Unitrust #2, Howard Amster and Tamra Gould Charitable Remainder Unitrust U/A DTD 03/18/1993, Howard Amster Charitable Remainder Unitrust U/A DTD 04/22/1998, Howard Amster Charitable Remainder Unitrust U/A DTD 01/11/2005, Samuel J. Heller Trust U/A DTD 08/07/2002, and Pleasant Lake Apartments Corp (together, the “Reporting Persons”).

Item 1 is hereby amended and restated as follows:

This Schedule 13D relates to the common stock, $0.001 par value of PhenixFIN Corporation, a Delaware corporation, the principal executive offices of which are located at 445 Park Avenue, 10^th Floor, New York, NY 10022.

Item 2 is hereby amended and restated as follows:

(a) – (c)

Howard Amster is a real estate investor, President and sole director of Pleasant Lake Apartments Corp, the trustee of Howard Amster 2019 Charitable Remainder Unitrust #1, Howard Amster 2021 Charitable Remainder Unitrust #1, Howard Amster 2021 Charitable Remainder Unitrust #2, Howard Amster and Tamra Gould Charitable Remainder Unitrust U/A DTD 03/18/1993, Howard Amster Charitable Remainder Unitrust U/A DTD 04/22/1998, Howard Amster Charitable Remainder Unitrust U/A DTD 01/11/2005, and a trustee of Samuel J. Heller Trust U/A DTD 08/07/2002.  His business address is 7681 Olympia Dr West Palm Beach, FL 33411-5785.

Howard Amster 2019 Charitable Remainder Unitrust #1 is a trust engaged in investment activity. Its business address is 23811 Chagrin Blvd #200 Beachwood, OH 44122.

Howard Amster 2021 Charitable Remainder Unitrust #1 is a trust engaged in investment activity. Its business address is 23811 Chagrin Blvd #200 Beachwood, OH 44122.

Howard Amster 2021 Charitable Remainder Unitrust #2 is a trust engaged in investment activity. Its business address is 23811 Chagrin Blvd #200 Beachwood, OH 44122.

Howard Amster and Tamra Gould Charitable Remainder Unitrust U/A DTD 03/18/1993 is a trust engaged in investment activity. Its business address is 23811 Chagrin Blvd #200 Beachwood, OH 44122.

Howard Amster Charitable Remainder Unitrust U/A DTD 04/22/1998 is a trust engaged in investment activity. Its business address is 23811 Chagrin Blvd #200 Beachwood, OH 44122.

Howard Amster Charitable Remainder Unitrust U/A DTD 01/11/2005 is a trust engaged in investment activity. Its business address is 23811 Chagrin Blvd #200 Beachwood, OH 44122.

Samuel J. Heller Trust U/A DTD 08/07/2002 is a trust engaged in investment activity. Its business address is 14090 Wilshire Blvd #1402 Los Angeles, CA 90024.

Pleasant Lake Apartments Corp is a corporation engaged in investment activity. Its business address is 23811 Chagrin Blvd #200 Beachwood, OH 44122.

(d) –(e)

In the last five years, none of the Reporting Persons was convicted in a criminal proceeding or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding such Reporting Person is or was subject to a judgement, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)

Mr. Amster is a citizen of the United States.  Each of the other Reporting Persons is a trust or corporation organized under the laws of the State of Ohio.

Item 3 is hereby amended and restated as follows:

The amount of funds used by the Reporting Persons to acquire the Common Stock is $11,412,165.29, which was obtained from personal funds and working capital.

Item 4 is hereby amended to add the following:

The Reporting Persons intend from time to time to purchase additional shares of Common Stock to the extent that the shares can be acquired at prices that the Reporting Persons deem attractive.

Items 5(b) – (c) are hereby amended as follows:

(b)          See items 7, 8, 9, and 10 of the cover pages to this Schedule 13D, which Items are incorporated herein by reference, for the aggregate number of shares of the Common Stock beneficially owned by each of the Reporting Persons as to which there is sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition of such shares of the Common Stock.¹

(c)          The following purchases of Common Stock were made by the Reporting Person in the past 60 days. All such purchases were made in the open market in routine brokerage transactions.  Other than the transactions listed in the table below, there have been no transactions in the Common Stock effected by the Reporting Persons during the past 60 days.

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¹ Percentages of the shares of Common Stock outstanding reported in this Schedule 13D are calculated based upon 2,090,889 shares of Common Stock outstanding, based on the number of shares of Common Stock outstanding as of May 11, 2023, as reported in the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 11, 2023.

⁽¹⁾ The reported price is a weighted average price.  These shares were purchased in multiple transactions at prices ranging from $34.25 to $35.23, inclusive. The Reporting Persons undertake to provide the Company, any security holder of the Company or the staff of the Securities and Exchange Commission (the “Staff”), upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.

⁽²⁾ The reported price is a weighted average price.  These shares were purchased in multiple transactions at prices ranging from $35.30 to $35.90, inclusive. The Reporting Persons undertake to provide the Company, any security holder of the Company or the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.

⁽³⁾ The reported price is a weighted average price.  These shares were purchased in multiple transactions at prices ranging from $35.75 to $36.45, inclusive. The Reporting Persons undertake to provide the Company, any security holder of the Company or the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.

⁽⁴⁾ The reported price is a weighted average price.  These shares were purchased in multiple transactions at prices ranging from $36.94 to $37.00, inclusive. The Reporting Persons undertake to provide the Company, any security holder of the Company or the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.

Signature

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

EXHIBIT 99.1

Agreement of Joint Filing

Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned persons hereby agree to file with the Securities and Exchange Commission the Statement on Schedule 13D (the “Statement”) to which this Agreement is attached as an exhibit, and agree that such Statement, as so filed, is filed on behalf of each of them.

IN WITNESS WHEREOF, the undersigned have executed this Agreement.