SRPO-II Manager, LP Form 3/A Filed 2021-10-04

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

OMB APPROVAL

OMB Number:		3235-0104
Expires:	02/28/2011
Estimated average burden
hours per response		0.5

1. Name and Address of Reporting Person ^*

SRP CAPITAL ADVISORS, LLC

2. Date of Event Requiring Statement (Month/Day/Year)

09/24/2021

3. Issuer Name and Ticker or Trading Symbol

PHX MINERALS INC. [PHX]

(Last)

(First)

(Middle)

3811 TURTLE CREEK BLVD., SUITE 1100

4. Relationship of Reporting Person(s) to Issuer

(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed (Month/Day/Year)

10/04/2021

(Street)

DALLAS, TX 75219

(City)

(State)

(Zip)

6. Individual or Joint/Group Filing

(Check applicable line)

_____ Form Filed by One Reporting Person
__X__ Form Filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	3,549,207	D⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾⁽¹⁸⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SRP CAPITAL ADVISORS, LLC 3811 TURTLE CREEK BLVD. SUITE 1100 DALLAS, TX 75219		X
SRPO-II Manager, LP 3811 TURTLE CREEK BLVD SUITE 1100 DALLAS, TX 75219		X
Crestwood Exploration Partners, LLC 3811 TURTLE CREEK BLVD SUITE 1100 DALLAS, TX 75219				See Explanation of Responses
Palmetto Investment Partners, LLC 3811 TURTLE CREEK BLVD SUITE 1100 DALLAS, TX 75219				See Explanation of Responses
Palmetto Investment Partners II, LLC 3811 TURTLE CREEK BLVD SUITE 1100 DALLAS, TX 75219		X
CWEP-SRPOII Investments, LLC 3811 TURTLE CREEK BLVD SUITE 1100 DALLAS, TX 75219				See Explanation of Responses
PIP-SRPOII Investments, LLC 3811 TURTLE CREEK BLVD SUITE 1100 DALLAS, TX 75219				See Explanation of Responses
PIPII-SRPOII Investments, LLC 3811 TURTLE CREEK BLVD SUITE 1100 DALLAS, TX 75219		X
Fennebresque William T 3811 TURTLE CREEK BLVD SUITE 1100 DALLAS, TX 75219		X
Turner Ryan A 3811 TURTLE CREEK BLVD SUITE 1100 DALLAS, TX 75219		X

Explanation of Responses:

1.	Exhibit 99.1 This Form 3 is being jointly filed by and on behalf of each of SRP Capital Advisors LLC, a Delaware limited liability company and investment adviser registered with the Securities and Exchange Commission ("SRP"), SRP Opportunities II GP, LP, and SRPO-II Partners I GP, LP, Delaware limited partnerships (the "General Partners"), SRP Opportunities II, LP and SRPO-II Partners I, LP, Delaware limited partnerships that are private pooled investment vehicles (the "Funds"), SRPO-II Manager, LP, a Delaware limited partnership (the "Relying Adviser"), Crestwood Exploration Partners, LLC, Palmetto Investment Partners, LLC, and Palmetto Investment Partners II, LLC, Delaware limited liability companies (the "Portfolio Investment Entities"), CWEP-SRPOII Investments, LLC, PIP-SRPOII Investments, LLC, and PIPII-SRPOII Investments, LLC, Delaware limited liability companies (the "Portfolio Holding Companies"),William T. Fennebresque, and Ryan A. Turner.
2.	Exhibit 99.1 (Continued) The Portfolio Investment Entities are the direct beneficial owners of the securities covered by this Form 3. The securities covered hereby were acquired in connection with the previously disclosed transactions pursuant to (i) the purchase and sale agreement, dated as of April 14, 2021, by and between the Portfolio Investment Entities and the Issuer (which transaction closed on April 30, 2021) and (ii) the purchase and sale agreement, dated as of September 16, 2021, by and between Palmetto Investment Partners II, LLC and the Issuer (which transaction closed on September 24, 2021). The Portfolio Holding Companies hold, and may be deemed to beneficially own securities owned by, the Portfolio Investment Entities. The Funds invest in and through, and may be deemed to beneficially own securities owned by, the Portfolio Holdings Companies.
3.	Exhibit 99.1 (Continued) SRP Opportunities II, LP and SRPO-II Partners I, LP (i.e., the Funds) hold an approximately 62% and 38% interest, respectively, in each of the Portfolio Holding Companies. SRP Opportunities II GP, LP, and SRPO-II Partners I GP, LP (i.e., the General Partners) are the general partners of SRP Opportunities II, LP and SRPO-II Partners I, LP, respectively. The Relying Adviser relies on SRP's registration as an investment adviser with the Securities and Exchange Commission and serves as the investment manager to and may be deemed to beneficially own securities owned by, the Funds. William T. Fennebresque and Ryan A. Turner are the Managing Partners of, and may be deemed to beneficially own securities owned by, the General Partners and Relying Adviser.
4.	Exhibit 99.1 (Continued) William T. Fennebresque and Ryan A. Turner are the Managers of, and may be deemed to beneficially own securities owned by, SRP. In addition, William T. Fennebresque and Ryan A. Turner are Managing Partners or Managers of each entity listed as a reporting person on this filing.
5.	Exhibit 99.2 SRP Capital Advisors LLC By: /s/ William T. Fennebresque Name: William T. Fennebresque Title: Manager Date: October 4, 2021 By: /s/ Ryan A. Turner Name: Ryan A. Turner Title: Manager Date: October 4, 2021
6.	Exhibit 99.2 (Continued) SRP Opportunities II, LP By: SRP Opportunities II GP, LP, its general partner By: SRPO-II GP Management, LP, its general partner By: SRPO-II Holdings, LLC, its member By: /s/ William T. Fennebresque Name: William T. Fennebresque Title: Managing Person Date: October 4, 2021 By: /s/ Ryan A. Turner Name: Ryan A. Turner Title: Managing Person Date: October 4, 2021
7.	Exhibit 99.2 (Continued) SRPO-II Partners I, LP By: SRPO-II Partners I GP, LP, its general partner By: SRPO-II GP Management, LP, its general partner By: SRPO-II Holdings, LLC, its member By: /s/ William T. Fennebresque Name: William T. Fennebresque Title: Managing Person Date: October 4, 2021 By: /s/ Ryan A. Turner Name: Ryan A. Turner Title: Managing Person Date: October 4, 2021
8.	Exhibit 99.2 (Continued) SRP Opportunities II GP, LP By: SRPO-II GP Management, LP, its general partner By: SRPO-II Holdings, LLC, its member By: /s/ William T. Fennebresque Name: William T. Fennebresque Title: Managing Person Date: October 4, 2021 By: /s/ Ryan A. Turner Name: Ryan A. Turner Title: Managing Person Date: October 4, 2021
9.	Exhibit 99.2 (Continued) SRPO-II Partners I GP, LP By: SRPO-II GP Management, LP, its general partner By: SRPO-II Holdings, LLC, its member By: /s/ William T. Fennebresque Name: William T. Fennebresque Title: Managing Person Date: October 4, 2021 By: /s/ Ryan A. Turner Name: Ryan A. Turner Title: Managing Person Date: October 4, 2021
10.	Exhibit 99.2 (Continued) SRPO-II Manager, LP By: SRPO-II IM Holdings, LLC, its general partner By: /s/ William T. Fennebresque Name: William T. Fennebresque Title: Managing Person Date: October 4, 2021 By: /s/ Ryan A. Turner Name: Ryan A. Turner Title: Managing Person Date: October 4, 2021
11.	Exhibit 99.2 (Continued) Crestwood Exploration Partners, LLC By: /s/ William T. Fennebresque Name: William T. Fennebresque Title: Manager Date: October 4, 2021 By: /s/ Ryan A. Turner Name: Ryan A. Turner Title: Manager Date: October 4, 2021
12.	Exhibit 99.2 (Continued) Palmetto Investment Partners, LLC By: /s/ William T. Fennebresque Name: William T. Fennebresque Title: Manager Date: October 4, 2021 By: /s/ Ryan A. Turner Name: Ryan A. Turner Title: Manager Date: October 4, 2021
13.	Exhibit 99.2 (Continued) Palmetto Investment Partners II, LLC By: /s/ William T. Fennebresque Name: William T. Fennebresque Title: Manager Date: October 4, 2021 By: /s/ Ryan A. Turner Name: Ryan A. Turner Title: Manager Date: October 4, 2021
14.	Exhibit 99.2 (Continued) CWEP-SRPOII Investments, LLC By: /s/ William T. Fennebresque Name: William T. Fennebresque Title: Manager Date: October 4, 2021 By: /s/ Ryan A. Turner Name: Ryan A. Turner Title: Manager Date: October 4, 2021
15.	Exhibit 99.2 (Continued) PIP-SRPOII Investments, LLC By: /s/ William T. Fennebresque Name: William T. Fennebresque Title: Manager Date: October 4, 2021 By: /s/ Ryan A. Turner Name: Ryan A. Turner Title: Manager Date: October 4, 2021
16.	Exhibit 99.2 (Continued) PIPII-SRPOII Investments, LLC By: /s/ William T. Fennebresque Name: William T. Fennebresque Title: Manager Date: October 4, 2021 By: /s/ Ryan A. Turner Name: Ryan A. Turner Title: Manager Date: October 4, 2021
17.	Exhibit 99.2 (Continued) William Tudor Fennebresque By: /s/ William T. Fennebresque Name: William T. Fennebresque Date: October 4, 2021
18.	Exhibit 99.2 (Continued) Ryan Andrew Turner By: /s/ Ryan A. Turner Name: Ryan A. Turner Date: October 4, 2021
Remarks: See Explanation of Responses

	Signatures
	/s/ SRP Capital Advisors LLC	10/04/2021
	/s/ SRPO-II Manager, LP	10/04/2021
	/s/ Crestwood Exploration Partners, LLC	10/04/2021
	/s/ Palmetto Investment Partners, LLC	10/04/2021
	/s/ Palmetto Investment Partners II, LLC	10/04/2021
	/s/ CWEP-SRPOII Investments, LLC	10/04/2021
	/s/ PIP-SRPOII Investments, LLC	10/04/2021
	/s/ PIPII-SRPOII Investments, LLC	10/04/2021
	/s/ William Tudor Fennebresque	10/04/2021
	/s/ Ryan Andrew Turner	10/04/2021
	** Signature of Reporting Person	Date
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.

Exhibit 99.1

This Form 3 is being jointly filed by and on behalf of each of
SRP Capital Advisors LLC, a Delaware limited liability company
and investment adviser registered with the Securities and Exchange
Commission ("SRP"), SRP Opportunities II GP, LP, and SRPO-II Partners
I GP, LP, Delaware limited partnerships (the "General Partners"),
SRP Opportunities II, LP and SRPO-II Partners I, LP, Delaware limited
partnerships that are private pooled investment vehicles
(the "Funds"), SRPO-II Manager, LP, a Delaware limited partnership
(the "Relying Adviser"), Crestwood Exploration Partners, LLC,
Palmetto Investment Partners, LLC, and Palmetto Investment
Partners II, LLC, Delaware limited liability companies
(the "Portfolio Investment Entities"), CWEP-SRPOII Investments, LLC,
PIP-SRPOII Investments, LLC, and PIPII-SRPOII Investments, LLC,
Delaware limited liability companies (the "Portfolio
Holding Companies"), William T. Fennebresque, and Ryan A. Turner.
The Portfolio Investment Entities are the direct beneficial owners
of the securities covered by this Form 3. The securities covered
hereby were acquired in connection with the previously disclosed
transactions pursuant to (i) the purchase and sale agreement,
dated as of April 14, 2021, by and between the Portfolio Investment
Entities and the Issuer (which transaction closed on April 30, 2021)
and (ii) the purchase and sale agreement, dated as of September 16,
2021, by and between Palmetto Investment Partners II, LLC and
the Issuer (which transaction closed on September 24, 2021).
The Portfolio Holding Companies hold, and may be deemed to
beneficially own securities owned by, the Portfolio Investment
Entities. The Funds invest in and through, and may be deemed to
beneficially own securities owned by, the Portfolio Holdings
Companies. SRP Opportunities II, LP and SRPO-II Partners I, LP
(i.e., the Funds) hold an approximately 62% and 38% interest,
respectively, in each of the Portfolio Holding Companies.
SRP Opportunities II GP, LP, and SRPO-II Partners I GP, LP
(i.e., the General Partners) are the general partners of
SRP Opportunities II, LP and SRPO-II Partners I, LP, respectively.
The Relying Adviser relies on SRP's registration as an investment
adviser with the Securities and Exchange Commission and serves as
the investment manager to and may be deemed to beneficially own
securities owned by, the Funds. William T. Fennebresque and
Ryan A. Turner are the Managing Partners of, and may be deemed to
beneficially own securities owned by, the General Partners
and Relying Adviser. William T. Fennebresque and Ryan A. Turner are
the Managers of, and may be deemed to beneficially own securities
owned by, SRP. In addition, William T. Fennebresque and
Ryan A. Turner are Managing Partners or Managers of each
entity listed as a reporting person on this filing.

Exhibit 99.2

SRP Capital Advisors LLC
By: /s/ William T. Fennebresque
Name: William T. Fennebresque
Title: Manager					Date: October 4, 2021

By: /s/ Ryan A. Turner
Name: Ryan A. Turner
Title: Manager					Date: October 4, 2021

SRP Opportunities II, LP

By: SRP Opportunities II GP, LP, its general partner
By: SRPO-II GP Management, LP, its general partner
By: SRPO-II Holdings, LLC, its member

By: /s/ William T. Fennebresque
Name: William T. Fennebresque
Title: Managing Person				Date: October 4, 2021

By: /s/ Ryan A. Turner
Name: Ryan A. Turner
Title: Managing Person				Date: October 4, 2021

SRPO-II Partners I, LP

By: SRPO-II Partners I GP, LP, its general partner
By: SRPO-II GP Management, LP, its general partner
By: SRPO-II Holdings, LLC, its member

By: /s/ William T. Fennebresque
Name: William T. Fennebresque
Title: Managing Person				Date: October 4, 2021

By: /s/ Ryan A. Turner
Name: Ryan A. Turner
Title: Managing Person				Date: October 4, 2021

SRP Opportunities II GP, LP

By: SRPO-II GP Management, LP, its general partner
By: SRPO-II Holdings, LLC, its member

By: /s/ William T. Fennebresque
Name: William T. Fennebresque
Title: Managing Person				Date: October 4, 2021

By: /s/ Ryan A. Turner
Name: Ryan A. Turner
Title: Managing Person				Date: October 4, 2021


SRPO-II Partners I GP, LP

By: SRPO-II GP Management, LP, its general partner
By: SRPO-II Holdings, LLC, its member

By: /s/ William T. Fennebresque
Name: William T. Fennebresque
Title: Managing Person				Date: October 4, 2021

By: /s/ Ryan A. Turner
Name: Ryan A. Turner
Title: Managing Person				Date: October 4, 2021


SRPO-II Manager, LP

By: SRPO-II IM Holdings, LLC, its general partner

By: /s/ William T. Fennebresque
Name: William T. Fennebresque
Title: Managing Person				Date: October 4, 2021

By: /s/ Ryan A. Turner
Name: Ryan A. Turner
Title: Managing Person				Date: October 4, 2021

Crestwood Exploration Partners, LLC
By: /s/ William T. Fennebresque
Name: William T. Fennebresque
Title: Manager					Date: October 4, 2021

By: /s/ Ryan A. Turner
Name: Ryan A. Turner
Title: Manager					Date: October 4, 2021

Palmetto Investment Partners, LLC
By: /s/ William T. Fennebresque
Name: William T. Fennebresque
Title: Manager					Date: October 4, 2021

By: /s/ Ryan A. Turner
Name: Ryan A. Turner
Title: Manager					Date: October 4, 2021

Palmetto Investment Partners II, LLC
By: /s/ William T. Fennebresque
Name: William T. Fennebresque
Title: Manager					Date: October 4, 2021

By: /s/ Ryan A. Turner
Name: Ryan A. Turner
Title: Manager					Date: October 4, 2021

CWEP-SRPOII Investments, LLC
By: /s/ William T. Fennebresque
Name: William T. Fennebresque
Title: Manager					Date: October 4, 2021

By: /s/ Ryan A. Turner
Name: Ryan A. Turner
Title: Manager					Date: October 4, 2021

PIP-SRPOII Investments, LLC
By: /s/ William T. Fennebresque
Name: William T. Fennebresque
Title: Manager					Date: October 4, 2021

By: /s/ Ryan A. Turner
Name: Ryan A. Turner
Title: Manager					Date: October 4, 2021

PIPII-SRPOII Investments, LLC
By: /s/ William T. Fennebresque
Name: William T. Fennebresque
Title: Manager					Date: October 4, 2021

By: /s/ Ryan A. Turner
Name: Ryan A. Turner
Title: Manager					Date: October 4, 2021

William Tudor Fennebresque
By: /s/ William T. Fennebresque
Name: William T. Fennebresque			Date: October 4, 2021

Ryan Andrew Turner
By: /s/ Ryan A. Turner
Name: Ryan A. Turner				Date: October 4, 2021