Amended Statement of Changes in Beneficial Ownership (4/a)
March 31 2020 - 06:35PM
Edgar (US Regulatory)
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
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APPROVAL
OMB Number: 3235-0287
Estimated average burden
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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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1. Name
and Address of Reporting Person *
COUCHMAN JONATHAN |
2. Issuer Name and Ticker or Trading
Symbol ENZON PHARMACEUTICALS, INC. [ ENZN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director __X__
10% Owner
_____ Officer (give title
below) _____ Other
(specify below)
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(Last)
(First)
(Middle)
600 FIFTH AVENUE, 2ND FLOOR |
3. Date of Earliest Transaction (MM/DD/YYYY)
3/13/2020
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(Street)
NEW YORK, NY 10020
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
3/27/2020
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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 Acquired, Disposed of, or
Beneficially Owned
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1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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, $0.01 par value (1) |
3/13/2020 |
|
P |
|
19709 |
A |
$0.135 |
1594232 |
I |
By Xstelos Corp. (2) |
Common Stock, $0.01 par value (1) |
3/23/2020 |
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P |
|
2678 |
A |
$0.14 |
2928 |
I |
By Myrexis, Inc. (4) |
Common Stock, $0.01 par value (1) |
3/25/2020 |
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P |
|
469551 |
A |
$0.14 |
472479 |
I |
By Myrexis, Inc. (4) |
Common Stock, $0.01 par value (1) |
3/26/2020 |
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P |
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160785 |
A |
$0.14 |
633264 |
I |
By Myrexis, Inc. (4) |
Common Stock, $0.01 par value (1) |
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|
|
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4717666 |
D |
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Common Stock, $0.01 par value (1) |
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|
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400000 |
I |
By Couchman Family Fund (3) |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
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1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. 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 |
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 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 |
Explanation of
Responses: |
(1) |
This Form 4 is filed jointly
by Jonathan Couchman ("Mr. Couchman"), Couchman Family Fund (the
"Foundation"), Xstelos Corp. ("Xstelos") and Myrexis, Inc.
("Myrexis" and, together with Mr. Couchman, the Foundation and
Xstelos, the "Reporting Persons"). Each of the Reporting Persons
may be deemed to be a member of a Section 13(d) group that
collectively owns more than 10% of the Issuer's outstanding shares
of Common Stock (the "Shares"). Each of the Reporting Persons
expressly disclaims beneficial ownership of the Shares reported
herein except to the extent of his or its pecuniary interest
therein, and this report shall not be deemed to be an admission
that any Reporting Person is the beneficial owner of such Shares
for purposes of Section 16 or for any other purpose. |
(2) |
Represents Shares owned
directly by Xstelos. Mr. Couchman is the controlling shareholder
and Chief Executive Officer of Xstelos. By virtue of these
relationships, Mr. Couchman may be deemed to beneficially own the
Shares owned directly by Xstelos. Mr. Couchman expressly disclaims
beneficial ownership of such Shares except to the extent of his
pecuniary interest therein. |
(3) |
Represents Shares owned
directly by the Foundation. Mr. Couchman is the sole trustee of the
Foundation. By virtue of this relationship, Mr. Couchman may be
deemed to beneficially own the Shares owned directly by the
Foundation, however he has no pecuniary interest in such
Shares. |
(4) |
Represents Shares owned
directly by Myrexis. Mr. Couchman is Chief Executive Officer of
Myrexis. By virtue of this relationship, Mr. Couchman may be deemed
to beneficially own the Shares owned directly by Myrexis. Mr.
Couchman expressly disclaims beneficial ownership of such Shares
except to the extent of his pecuniary interest therein. |
Remarks:
This amended Form 4 is filed on behalf of the Reporting Persons
because as of the original filing date, Myrexis did not have the
necessary SEC filing codes. Myrexis has since obtained the
necessary filing codes and the Reporting Persons are filing this
amendment accordingly. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
COUCHMAN JONATHAN
600 FIFTH AVENUE
2ND FLOOR
NEW YORK, NY 10020 |
|
X |
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|
Couchman Family Fund
600 FIFTH AVENUE
2ND FLOOR
NEW YORK, NY 10020 |
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See Footnote 1 |
Xstelos Corp.
600 FIFTH AVENUE
2ND FLOOR
NEW YORK, NY 10020 |
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See Footnote 1 |
Myrexis, Inc.
600 FIFTH AVENUE, 2ND FLOOR
NEW YORK, NY 10020 |
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See Footnote 1 |
Signatures
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/s/ Jonathan Couchman |
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3/31/2020 |
**Signature of
Reporting Person |
Date |
Couchman Family Fund; By: /s/ Jonathan Couchman,
Trustee |
|
3/31/2020 |
**Signature of
Reporting Person |
Date |
Xstelos Corp.; By: /s/ Jonathan Couchman, Chief
Executive Officer |
|
3/31/2020 |
**Signature of
Reporting Person |
Date |
Myrexis, Inc.; By: /s/ Jonathan Couchman, Chief
Executive Officer |
|
3/31/2020 |
**Signature of
Reporting Person |
Date |