Sec Form 3/A Filing - SRP CAPITAL ADVISORS, LLC @ PHX MINERALS INC. - 2021-09-24

FORM 3/A 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 SRP CAPITAL ADVISORS, LLC 2. Issuer Name and Ticker or Trading Symbol PHX MINERALS 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) 3811 TURTLE CREEK BLVD., SUITE 1100 3. Date of Earliest Transaction (MM/DD/YY) 09/24/2021 (Street) DALLAS, TX75219 4. If Amendment, Date Original Filed (MM/DD/YY) 10/04/2021 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 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 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

Reporting Owner Name / Address Reporting Owners Relationships Director 10% Owner Officer Other SRP CAPITAL ADVISORS, LLC 3811 TURTLE CREEK BLVD. SUITE 1100 DALLAS, TX75219 X SRPO-II Manager, LP 3811 TURTLE CREEK BLVD SUITE 1100 DALLAS, TX75219 X Crestwood Exploration Partners, LLC 3811 TURTLE CREEK BLVD SUITE 1100 DALLAS, TX75219 See Explanation of Responses Palmetto Investment Partners, LLC 3811 TURTLE CREEK BLVD SUITE 1100 DALLAS, TX75219 See Explanation of Responses Palmetto Investment Partners II, LLC 3811 TURTLE CREEK BLVD SUITE 1100 DALLAS, TX75219 X CWEP-SRPOII Investments, LLC 3811 TURTLE CREEK BLVD SUITE 1100 DALLAS, TX75219 See Explanation of Responses PIP-SRPOII Investments, LLC 3811 TURTLE CREEK BLVD SUITE 1100 DALLAS, TX75219 See Explanation of Responses PIPII-SRPOII Investments, LLC 3811 TURTLE CREEK BLVD SUITE 1100 DALLAS, TX75219 X Fennebresque William T 3811 TURTLE CREEK BLVD SUITE 1100 DALLAS, TX75219 X Turner Ryan A 3811 TURTLE CREEK BLVD SUITE 1100 DALLAS, TX75219 X Signatures /s/ SRP Capital Advisors LLC 10/04/2021 Signature of Reporting Person Date /s/ SRPO-II Manager, LP 10/04/2021 Signature of Reporting Person Date /s/ Crestwood Exploration Partners, LLC 10/04/2021 Signature of Reporting Person Date /s/ Palmetto Investment Partners, LLC 10/04/2021 Signature of Reporting Person Date /s/ Palmetto Investment Partners II, LLC 10/04/2021 Signature of Reporting Person Date /s/ CWEP-SRPOII Investments, LLC 10/04/2021 Signature of Reporting Person Date /s/ PIP-SRPOII Investments, LLC 10/04/2021 Signature of Reporting Person Date /s/ PIPII-SRPOII Investments, LLC 10/04/2021 Signature of Reporting Person Date /s/ William Tudor Fennebresque 10/04/2021 Signature of Reporting Person Date /s/ Ryan Andrew Turner 10/04/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Exhibit 99.1This 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 99.2SRP Capital Advisors LLCBy: /s/ William T. FennebresqueName: William T. FennebresqueTitle: ManagerDate: October 4, 2021By: /s/ Ryan A. TurnerName: Ryan A. TurnerTitle: ManagerDate: October 4, 2021 ( 6 )Exhibit 99.2 (Continued)SRP Opportunities II, LPBy: SRP Opportunities II GP, LP, its general partnerBy: SRPO-II GP Management, LP, its general partnerBy: SRPO-II Holdings, LLC, its memberBy: /s/ William T. FennebresqueName: William T. FennebresqueTitle: Managing PersonDate: October 4, 2021By: /s/ Ryan A. TurnerName: Ryan A. TurnerTitle: Managing PersonDate: October 4, 2021 ( 7 )Exhibit 99.2 (Continued)SRPO-II Partners I, LPBy: SRPO-II Partners I GP, LP, its general partnerBy: SRPO-II GP Management, LP, its general partnerBy: SRPO-II Holdings, LLC, its memberBy: /s/ William T. FennebresqueName: William T. FennebresqueTitle: Managing PersonDate: October 4, 2021By: /s/ Ryan A. TurnerName: Ryan A. TurnerTitle: Managing PersonDate: October 4, 2021 ( 8 )Exhibit 99.2 (Continued)SRP Opportunities II GP, LPBy: SRPO-II GP Management, LP, its general partnerBy: SRPO-II Holdings, LLC, its memberBy: /s/ William T. FennebresqueName: William T. FennebresqueTitle: Managing PersonDate: October 4, 2021By: /s/ Ryan A. TurnerName: Ryan A. TurnerTitle: Managing PersonDate: October 4, 2021 ( 9 )Exhibit 99.2 (Continued)SRPO-II Partners I GP, LPBy: SRPO-II GP Management, LP, its general partnerBy: SRPO-II Holdings, LLC, its memberBy: /s/ William T. FennebresqueName: William T. FennebresqueTitle: Managing PersonDate: October 4, 2021By: /s/ Ryan A. TurnerName: Ryan A. TurnerTitle: Managing PersonDate: October 4, 2021 ( 10 )Exhibit 99.2 (Continued)SRPO-II Manager, LPBy: SRPO-II IM Holdings, LLC, its general partnerBy: /s/ William T. FennebresqueName: William T. FennebresqueTitle: Managing PersonDate: October 4, 2021By: /s/ Ryan A. TurnerName: Ryan A. TurnerTitle: Managing PersonDate: October 4, 2021 ( 11 )Exhibit 99.2 (Continued)Crestwood Exploration Partners, LLCBy: /s/ William T. FennebresqueName: William T. FennebresqueTitle: ManagerDate: October 4, 2021By: /s/ Ryan A. TurnerName: Ryan A. TurnerTitle: ManagerDate: October 4, 2021 ( 12 )Exhibit 99.2 (Continued)Palmetto Investment Partners, LLCBy: /s/ William T. FennebresqueName: William T. FennebresqueTitle: ManagerDate: October 4, 2021By: /s/ Ryan A. TurnerName: Ryan A. TurnerTitle: ManagerDate: October 4, 2021 ( 13 )Exhibit 99.2 (Continued)Palmetto Investment Partners II, LLCBy: /s/ William T. FennebresqueName: William T. FennebresqueTitle: ManagerDate: October 4, 2021By: /s/ Ryan A. TurnerName: Ryan A. TurnerTitle: ManagerDate: October 4, 2021 ( 14 )Exhibit 99.2 (Continued)CWEP-SRPOII Investments, LLCBy: /s/ William T. FennebresqueName: William T. FennebresqueTitle: ManagerDate: October 4, 2021By: /s/ Ryan A. TurnerName: Ryan A. TurnerTitle: ManagerDate: October 4, 2021 ( 15 )Exhibit 99.2 (Continued)PIP-SRPOII Investments, LLCBy: /s/ William T. FennebresqueName: William T. FennebresqueTitle: ManagerDate: October 4, 2021By: /s/ Ryan A. TurnerName: Ryan A. TurnerTitle: ManagerDate: October 4, 2021 ( 16 )Exhibit 99.2 (Continued)PIPII-SRPOII Investments, LLCBy: /s/ William T. FennebresqueName: William T. FennebresqueTitle: ManagerDate: October 4, 2021By: /s/ Ryan A. TurnerName: Ryan A. TurnerTitle: ManagerDate: October 4, 2021 ( 17 )Exhibit 99.2 (Continued)William Tudor FennebresqueBy: /s/ William T. FennebresqueName: William T. FennebresqueDate: October 4, 2021 ( 18 )Exhibit 99.2 (Continued)Ryan Andrew TurnerBy: /s/ Ryan A. TurnerName: Ryan A. TurnerDate: October 4, 2021

Remarks: See Explanation of Responses

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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