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 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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Amster Howard
  2. Issuer Name and Ticker or Trading Symbol
PhenixFIN Corp [PFX] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O PHENIXFIN CORPORATION, 445 PARK AVENUE, 10TH FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
02/21/2023
(Street)

NEW YORK, NY 10022		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock, $0.001 par value 02/21/2023   P   409 A $ 38.28 (1) 409 I By Howard Amster 2021 Charitable Remainder Unitrust 1 (2)
Common Stock, $0.001 par value 02/21/2023   P   11,700 A $ 38.28 (1) 11,700 I By Howard Amster 2021 Charitable Remainder Unitrust 2 (3)
Common Stock, $0.001 par value               231,038 D  
Common Stock, $0.001 par value               275 I By Howard Amster and Tamara Gould Charitable Remainder Unitrust U/A DTD 03/18/1993 (4)
Common Stock, $0.001 par value               960 I By Howard Amster Charitable Remainder Unitrust U/A DTD 04/22/1998 (5)
Common Stock, $0.001 par value               41 I By Howard Amster Charitable Remainder Unitrust U/A DTD 01/11/2005 (6)
Common Stock, $0.001 par value               200 I By Samuel J. Heller Trust U/A 08/07/2002 (7)
Common Stock, $0.001 par value               557 I By Pleasant Lake Corp (8)
Common Stock, $0.001 par value               1,731 I By Amster Limited Partnership (9)

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

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Amster Howard
C/O PHENIXFIN CORPORATION
445 PARK AVENUE, 10TH FLOOR
NEW YORK, NY 10022		   X      

Signatures

 /s/ Howard Amster   02/23/2023
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The price reported in Column 4 is an average price. These shares were purchased in multiple transactions by a single omnibus account. 2,731 shares were purchased at prices ranging from $36.90 to $37.90, inclusive, with a weighted average price of $37.48, and a further 9,378 shares were purchased at prices ranging from $38.00 to $38.72, with a weighted average price of $38.52. The shares purchased were then allocated as indicated in Column 4 to the respective entities named in Column 7. The weighted average price of all the purchases in the aggregate was $38.28. The reporting person undertakes to provide to PhenixFIN Corporation, any security holder of PhenixFIN Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (1) to this Form 4.
(2) These shares are deemed to be beneficially owned by Howard Amster as a result of his capacity as trustee of Howard Amster 2021 Charitable Remainder Unitrust 1.
(3) These shares are deemed to be beneficially owned by Howard Amster as a result of his capacity as trustee of Howard Amster 2021 Charitable Remainder Unitrust 2.
(4) These shares are deemed to be beneficially owned by Howard Amster as a result of his capacity as trustee of Howard Amster and Tamara Gould Charitable Remainder Unitrust U/A DTD 03/18/1993.
(5) These shares are deemed to be beneficially owned by Howard Amster as a result of his capacity as trustee of Howard Amster Charitable Remainder Unitrust U/A DTD 04/22/1998.
(6) These shares are deemed to be beneficially owned by Howard Amster as a result of his capacity as trustee of Howard Amster Charitable Remainder Unitrust U/A DTD 01/11/2005.
(7) These shares are deemed to be beneficially owned by Howard Amster as a result of his capacity as trustee of the Samuel Heller Trust U/A 08/07/2002.
(8) These shares are deemed to be beneficially owned by Howard Amster as a result of his capacity as President of Pleasant Lake Corp.
(9) These shares are deemed to be beneficially owned by Howard Amster as a result of his capacity as general partner of Amster Limited Partnership.

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