SEC Info - McConnaughhay Trudy P - ‘4’ for 9/4/19 re: PHI Group, Inc./DE

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

McConnaughhay Trudy P

(Last)

(First)

(Middle)

2001 SE EVANGELINE THRUWAY

(Street)

LAFAYETTE

70508

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PHI INC [ PHIKQ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Financial Officer & Sec.

3. Date of Earliest Transaction (Month/Day/Year)
9/4/19

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

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Voting Common Stock	9/4/19		D ⁽¹⁾ ⁽²⁾		27,014 ⁽³⁾	D	⁽⁴⁾	0	D

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

(1) On March 14, 2019, the Issuer and certain subsidiaries (together, the "Debtors") filed voluntary petitions (the "Chapter 11 Cases") in the United States Bankruptcy Court for the Northern District of Texas (the "Bankruptcy Court") seeking relief under Chapter 11 of Title 11 of the United States Code. On August 2, 2019, the Bankruptcy Court issued a written order confirming the Debtors' Third Amended Joint Plan of Reorganization, as previously supplemented and as modified by such order (as modified by a subsequent written order issued by the Bankruptcy Court on August 29, 2019, the "Plan"). On September 4, 2019 (the "Effective Date"), the Plan became effective in accordance with its terms and the Debtors emerged from bankruptcy under the Chapter 11 Cases.

(2) As of the Effective Date, all of the Issuer's previously-outstanding equity interests, including shares of its voting and non-voting common stock (the "Old Common Stock") and any unvested rights to acquire such equity interests, were cancelled and extinguished.

(3) Included in this figure are (a) 9,532 unvested time-based restricted stock units that were cancelled and extinguished for no consideration and (b) 17,482 shares of non-voting Old Common Stock that were cancelled and extinguished for the consideration described in footnote 4.

(4) Pursuant to the Plan, the Debtor effectuated certain restructuring transactions (the "Restructuring"), which, among other things, resulted in a new holding company, PHI Group, Inc. ("PHI Group"), becoming the ultimate corporate parent of the Issuer. As provided in the Plan, on the Effective Date, PHI Group issued equity warrants to certain holders of Old Common Stock (including the Reporting Person), which are exercisable for shares of PHI Group common stock (the "Equity Warrants"). The Equity Warrants have a term of three years and represent, in the aggregate, the right to acquire up to 5% of the total equity interests in PHI Group on the Effective Date. The exercise price of the Equity Warrants and the pro rata number of Equity Warrants (and underlying shares of PHI Group common stock) issuable to the Reporting Person will be determined in accordance with the Plan and the warrant agreement under which the Equity Warrants were issued.

Remarks:

	Hope M. Spencer as Agent and Attorney-in-Fact for Trudy P. McConnaughhay	9/4/19
	** 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.

____________ Transaction Code:
D	Disposition to the Issuer of Issuer equity securities pursuant to Rule 16b-3(e).

McConnaughhay Trudy P – ‘4’ for 9/4/19 re: PHI Group, Inc./DE

On: Wednesday, 9/4/19, at 4:49pm ET · For: 9/4/19 · Accession #: 1209191-19-48233 · File #: 0-09827

Previous ‘4’: ‘4’ on 3/14/19 for 2/20/19 · Latest ‘4’: This Filing

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

McConnaughhay Trudy P – ‘4’ for 9/4/19 re: PHI Group, Inc./DE

On: Wednesday, 9/4/19, at 4:49pm ET · For: 9/4/19 · Accession #: 1209191-19-48233 · File #: 0-09827

Previous ‘4’: ‘4’ on 3/14/19 for 2/20/19 · Latest ‘4’: This Filing

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents