David Sherman - Aug 18, 2022 Form 4 Insider Report for ENDI Corp. (ENDI)

Role
Chief Executive Officer, Director, 10%+ Owner
Signature
/s/ David Sherman
Stock symbol
ENDI
Transactions as of
Aug 18, 2022
Transactions value $
$1,430,839
Form type
4
Date filed
8/22/2022, 09:50 PM
Previous filing
Aug 22, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ENDI Class A Common Stock Purchase $107K +20K $5.37 20K Aug 18, 2022 See Footnote F1
transaction ENDI Class A Common Stock Purchase $250K +46.5K $5.37 46.5K Aug 18, 2022 See Footnote F2
transaction ENDI Class A Common Stock Purchase $1.07M +200K $5.37 200K Aug 18, 2022 See Footnote F3
holding ENDI Class A Common Stock 1.7M Aug 18, 2022 See Footnote F4
holding ENDI Class B Common Stock 1.28M Aug 18, 2022 See Footnote F4, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Securities are beneficially owned by Carole Levinson Blueweiss 2012 Trust (UAD 11/28/12). David Sherman is the Trustee of Carole Levinson Blueweiss 2012 Trust (UAD 11/28/12).
F2 Securities are beneficially owned by Cohanzick Offshore Advisors, LP. Cohanzick Offshore Management, LLC is the General Partner for Cohanzick Offshore Advisors, LP. David Sherman is the Managing Member of Cohanzick Offshore Management, LLC.
F3 Securities are beneficially owned by Cohanzick Absolute Return Master Fund, Ltd. Cohanzick Absolute Return Partners, LP is the General Partner to Cohanzick Absolute Return Master Fund, Ltd. Cohanzick Capital, LP is the General Partner to Cohanzick Absolute Return Partners, LP. Sunnyside, LLC is the General Partner to Cohanzick Capital, LP. David Sherman is the Managing Member of Sunnyside, LLC.
F4 Cohanzick Management, LLC ("Cohanzick") beneficially owns (i) 2,400,000 shares of the Registrant's Class A Common Stock, (ii) 1,800,000 shares of the Registrant's Class B Common Stock, (iii) a Class W-1 Warrant to purchase 1,800,000 shares of the Registrant's Class A Common Stock and (iv) a Class W-2 Warrant to purchase 250,000 shares of the Registrant's Class A Common Stock. Notwithstanding the foregoing, David Sherman is the Managing Member of Cohanzick and owns 75.9764 units (71%) of Cohanzick.
F5 Outstanding shares of the Issuer's Class B Common Stock shall be redeemed by the Issuer on a one-for-one basis for each share of the Issuer's Class A Common Stock issued upon the exercise of any Class W-1 Warrant held by the Reporting Person. Each Class W-1 Warrant held by the Reporting Person shall be automatically exercised on a "cashless" basis if not fully exercised prior to the expiration date, or August 11, 2027. Any shares of the Issuer's Class B Common Stock outstanding as of August 11, 2027 shall be redeemed by the Issuer pursuant to the terms of that certain Stockholder Agreement dated as of August 11, 2022 by and between the Issuer and Cohanzick. As such, the Reporting Person may not simultaneously vote both the Issuer's Class B Common Stock and the shares of Class A Common Stock underlying the Class W-1 Warrant at any given time.
F6 The Class B Common Stock only has voting rights and no economic rights. Accordingly, holders of the Issuer's Class B Common Stock are not entitled to receive any dividends or other distributions in cash, property, or shares of stock and will not be entitled to receive any assets of the Issuer in the event of any liquidation, dissolution or winding up of the Issuer's affairs.