Securities Exchange Act of 1934
Common Stock, Par
(Title of Class
Avenue, Suite PH-1
Beach, FL 33160
and Telephone Number of Person Authorized to
(Date of Event
which Requires Filing of this Statement)
If the filing
person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Section 240.13d-1(e), 240.13d-1(f)
or 240.13d-1(g), check the following box / /.
filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d‑7 for
other parties to whom copies are to be sent.
of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
required on the remainder of this cover page shall not be deemed to
be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
Item 1. Security
statement constitutes Amendment No. 12 to the Schedule 13D relating
to the shares of Common Stock, par value $0.01 per share (the
“Shares”), issued by Enzon Pharmaceuticals, Inc., a Delaware
corporation (the “Issuer”), and amends the Schedule 13D
relating to the Shares filed on March 14, 2008 (as previously
amended, the “Original 13D”), on behalf of the Reporting
Persons (as defined in the Original 13D). Capitalized terms used
herein and not otherwise defined have the respective meanings
ascribed thereto in the Original 13D.
Item 4. Purpose
Item 4 of the
Original 13D is hereby amended by adding the following:
September 1, 2020, Icahn Capital entered into an Investment
Agreement with the Issuer in connection with the Issuer’s
previously announced rights offering (the “Rights Offering”).
Subject to the terms and conditions of the Investment Agreement,
Icahn Capital agreed to subscribe for its pro-rata share of the
units to be issued pursuant to the Rights Offering and to purchase
all units that remain unsubscribed for at the expiration of the
Rights Offering to the extent that other holders elect not to
exercise all of their respective subscription rights.
connection with the execution of the Investment Agreement, the
Issuer agreed to (i) terminate the Standstill Agreement, dated
December 18, 2016, by and among the Reporting Persons and the
Issuer, (ii) waive the applicability of Section 203 of the Delaware
General Corporation Law of the State of Delaware to the Reporting
Persons and (iii) use its best efforts to register for resale all
of the Shares held by the Reporting Persons following the closing
of the Rights Offering.
above description of the Investment Agreement is a summary and does
not purport to be a complete description of all of the terms and
conditions thereof and is qualified in its entirety by reference to
the full text of the Investment Agreement, which is filed herewith
as an exhibit and incorporated herein by reference.
Contracts, Arrangements, Understandings or Relationship with
Respect to Securities of the Issuer
Item 6 of the
Schedule 13D is hereby amended by adding the following:
disclosure set forth above in Item 4 is incorporated herein by
Item 7. Material
to be Filed as Exhibits
Agreement dated as of September 1, 2020, between Icahn Capital and
the Issuer (incorporated by reference to Exhibit 10.1 to the Form
8−K filed by the Issuer with the Securities and Exchange Commission
on September 1, 2020).
reasonable inquiry and to the best of each of the undersigned
knowledge and belief, each of the undersigned certifies that the
information set forth in this statement is true, complete and
MASTER FUND LP
IPH GP LLC
Executive Vice President
Executive Vice President
ENTERPRISES HOLDINGS L.P.
Icahn Enterprises G.P. Inc., its general partner
ENTERPRISES G.P. INC.
Chief Financial Officer
/s/ Carl C. Icahn
Page of Amendment No. 12 to Schedule 13D – Enzon Pharmaceuticals,