SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act
of 1934
(Amendment No. 13)*
Enzon Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, Par Value
$0.01
(Title of Class of
Securities)
293904108
(CUSIP Number)
Jesse Lynn, Esq.
Icahn Capital LP
16690 Collins Avenue, Suite
PH-1
Sunny Isles Beach, FL 33160
(305) 422-4000
(Name, Address and Telephone
Number of Person Authorized to
Receive Notices and
Communications)
October 9, 2020
(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 / /.
NOTE: Schedules 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.
*The remainder 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.
The information 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).
SCHEDULE 13D
CUSIP No. 293904108
1. NAME
OF REPORTING PERSON
Icahn Partners
Master Fund LP
2 CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC
USE ONLY
4 SOURCE
OF FUNDS
WC
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)/ /
|
6 CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH:
7 SOLE
VOTING POWER
14,923,911
8 SHARED
VOTING POWER
0
9 SOLE
DISPOSITIVE POWER
14,923,911
10 SHARED
DISPOSITIVE POWER
0
11 AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,923,911
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES/ /
|
13 PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.1%
14 TYPE
OF REPORTING PERSON
PN
The Reporting Person may also be
deemed to beneficially own shares of Preferred Stock. See Items 4
and 5.
SCHEDULE 13D
CUSIP No. 293904108
1. NAME
OF REPORTING PERSON
Icahn Offshore
LP
2 CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC
USE ONLY
4 SOURCE
OF FUNDS
OO
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)/ /
|
6 CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH:
7 SOLE
VOTING POWER
0
8 SHARED
VOTING POWER
14,923,911
9 SOLE
DISPOSITIVE POWER
0
10 SHARED
DISPOSITIVE POWER
14,923,911
11 AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,923,911
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES/ /
|
13 PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.1%
14 TYPE
OF REPORTING PERSON
PN
The Reporting Person may also be
deemed to beneficially own shares of Preferred Stock. See Items 4
and 5.
SCHEDULE 13D
CUSIP No. 293904108
1. NAME
OF REPORTING PERSON
Icahn Partners
LP
2 CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC
USE ONLY
4 SOURCE
OF FUNDS
WC
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)/ /
|
6 CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH:
7 SOLE
VOTING POWER
21,132,725
8 SHARED
VOTING POWER
0
9 SOLE
DISPOSITIVE POWER
21,132,725
10 SHARED
DISPOSITIVE POWER
0
11 AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,132,725
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES/ /
|
13 PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.5%
14 TYPE
OF REPORTING PERSON
PN
The Reporting Person may also be
deemed to beneficially own shares of Preferred Stock. See Items 4
and 5.
SCHEDULE 13D
CUSIP No. 293904108
1. NAME
OF REPORTING PERSON
Icahn Onshore
LP
2 CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC
USE ONLY
4 SOURCE
OF FUNDS
OO
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)/ /
|
6 CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH:
7 SOLE
VOTING POWER
0
8 SHARED
VOTING POWER
21,132,725
9 SOLE
DISPOSITIVE POWER
0
10 SHARED
DISPOSITIVE POWER
21,132,725
11 AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,132,725
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES/ /
|
13 PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.5%
14 TYPE
OF REPORTING PERSON
PN
The Reporting Person may also be
deemed to beneficially own shares of Preferred Stock. See Items 4
and 5.
SCHEDULE 13D
CUSIP No. 293904108
1. NAME
OF REPORTING PERSON
Icahn Capital
LP
2 CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC
USE ONLY
4 SOURCE
OF FUNDS
OO
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)/ /
|
6 CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH:
7 SOLE
VOTING POWER
0
8 SHARED
VOTING POWER
36,056,636
9 SOLE
DISPOSITIVE POWER
0
10 SHARED
DISPOSITIVE POWER
36,056,636
11 AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,056,636
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES/ /
|
13 PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.6%
14 TYPE
OF REPORTING PERSON
PN
The Reporting Person may also be
deemed to beneficially own shares of Preferred Stock. See Items 4
and 5.
SCHEDULE 13D
CUSIP No. 293904108
1. NAME
OF REPORTING PERSON
IPH GP
LLC
2 CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC
USE ONLY
4 SOURCE
OF FUNDS
OO
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)/ /
|
6 CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH:
7 SOLE
VOTING POWER
0
8 SHARED
VOTING POWER
36,056,636
9 SOLE
DISPOSITIVE POWER
0
10 SHARED
DISPOSITIVE POWER
36,056,636
11 AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,056,636
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES/ /
|
13 PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.6%
14 TYPE
OF REPORTING PERSON
OO
The Reporting Person may also be
deemed to beneficially own shares of Preferred Stock. See Items 4
and 5.
SCHEDULE 13D
CUSIP No. 293904108
1. NAME
OF REPORTING PERSON
Icahn
Enterprises Holdings L.P.
2 CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC
USE ONLY
4 SOURCE
OF FUNDS
OO
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)/ /
|
6 CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH:
7 SOLE
VOTING POWER
0
8 SHARED
VOTING POWER
36,056,636
9 SOLE
DISPOSITIVE POWER
0
10 SHARED
DISPOSITIVE POWER
36,056,636
11 AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,056,636
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES/ /
|
13 PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.6%
14 TYPE
OF REPORTING PERSON
PN
The Reporting Person may also be
deemed to beneficially own shares of Preferred Stock. See Items 4
and 5.
SCHEDULE 13D
CUSIP No. 293904108
1. NAME
OF REPORTING PERSON
Icahn
Enterprises G.P. Inc.
2 CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC
USE ONLY
4 SOURCE
OF FUNDS
OO
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)/ /
|
6 CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH:
7 SOLE
VOTING POWER
0
8 SHARED
VOTING POWER
36,056,636
9 SOLE
DISPOSITIVE POWER
0
10 SHARED
DISPOSITIVE POWER
36,056,636
11 AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,056,636
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES/ /
|
13 PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.6%
14 TYPE
OF REPORTING PERSON
CO
The Reporting Person may also be
deemed to beneficially own shares of Preferred Stock. See Items 4
and 5.
SCHEDULE 13D
CUSIP No. 293904108
1. NAME
OF REPORTING PERSON
Beckton Corp.
2 CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC
USE ONLY
4 SOURCE
OF FUNDS
OO
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)/ /
|
6 CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH:
7 SOLE
VOTING POWER
0
8 SHARED
VOTING POWER
36,056,636
9 SOLE
DISPOSITIVE POWER
0
10 SHARED
DISPOSITIVE POWER
36,056,636
11 AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,056,636
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES/ /
|
13 PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.6%
14 TYPE
OF REPORTING PERSON
CO
The Reporting Person may also be
deemed to beneficially own shares of Preferred Stock. See Items 4
and 5.
SCHEDULE 13D
CUSIP No. 293904108
1 NAME
OF REPORTING PERSON
Carl C.
Icahn
2 CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC
USE ONLY
4 SOURCE
OF FUNDS
OO
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)/ /
|
6 CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
of America
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH:
7 SOLE
VOTING POWER
0
8 SHARED
VOTING POWER
36,056,636
9 SOLE
DISPOSITIVE POWER
0
10 SHARED
DISPOSITIVE POWER
36,056,636
11 AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,056,636
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES/ /
|
13 PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.6%
14 TYPE
OF REPORTING PERSON
IN
The Reporting Person may also be deemed to beneficially own
shares of Preferred Stock. See Items 4 and 5.
SCHEDULE 13D
Item 1. Security and Issuer
This statement
constitutes Amendment No. 13 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 3. Source and Amount of
Funds or Other Consideration
Item 3 of the Original 13D is
hereby amended by replacing it in its entirety with the
following:
The Reporting
Persons may be deemed to be the beneficial owner of, in the
aggregate, 36,056,636 Shares and 39,277 shares of Preferred Stock
(as defined in Item 4). The aggregate purchase price paid by the
Reporting Persons for the Shares and the Preferred Stock was
approximately $97.6 million (including commissions and premiums for
options to purchase Shares). The source of funding for the Shares
and Preferred Stock held by the Reporting Persons was the general
working capital of the respective purchasers. The Shares and
Preferred Stock held by the Reporting Persons are held in margin
accounts together with other securities. Such margin accounts may
from time to time have debit balances. Part of the purchase price
of such Shares and Preferred Stock was obtained through margin
borrowing.
Item 4. Purpose
of Transaction
Item 4 of the Original 13D is
hereby amended by adding the following:
On October 9,
2020, the subscription rights distributed by the Issuer in
connection with the Rights Offering expired. Pursuant to the
Investment Agreement, the Reporting Persons acquired an aggregate
of 39,277 units, at a price per unit of $1,090, for an aggregate
purchase price of $42,811,930, constituting (x) the Reporting
Persons’ pro-rata share of the units issued in the Rights Offering
(5,971 units) and (y) all units that remained unsubscribed for by
other holders at the expiration of the Rights Offering (33,306
units). Each unit acquired by the Reporting Persons consisted of
750 Shares and one share of newly designated Series C
Non-Convertible Redeemable Preferred Stock, par value $0.01 per
share, of the Issuer (the “Preferred Stock”), resulting in the
acquisition by the Reporting Persons of an aggregate of 29,457,750
Shares and 39,277 shares of Preferred Stock.
Item 5. Interest
in Securities of the Issuer
Items 5(a) and (b) of the
Original 13D are hereby amended by replacing them in their entirety
with the following:
(a) After
taking the transactions described in Item 4 into account, the
Reporting Persons may be deemed to beneficially own, in the
aggregate: (i) 36,056,636 Shares, representing approximately 48.6%
of the Issuer’s outstanding Shares (based upon (x) the 44,214,603
Shares stated to be outstanding as of September 23, 2020 by the
Issuer in the Issuer's prospectus relating to the Rights Offering,
filed with the Securities and Exchange Commission on September 23,
2020, plus (y) the 30,000,000 Shares issued in the Rights
Offering); and (ii) 39,277 shares of Preferred Stock, representing
approximately 98.2% of the Issuer’s outstanding shares of Preferred
Stock (based upon the 40,000 shares of Preferred Stock issued in
the Rights Offering).
(b) Icahn
Master has sole voting power and sole dispositive power with regard
to 14,923,911 Shares and 16,302 shares of Preferred Stock. Each of
Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings,
Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power
and shared dispositive power with regard to such Shares sand
Preferred Stock. Icahn Partners has sole voting power and sole
dispositive power with regard to 21,132,725 Shares and 22,975
shares of Preferred Stock. Each of Icahn Onshore, Icahn Capital,
IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and
Mr. Icahn has shared voting power and shared dispositive power with
regard to such Shares and Preferred Stock.
Each of Icahn
Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn
Enterprises GP, Beckton and Mr. Icahn, by virtue of their
relationships to Icahn Master (as disclosed in Item 2), may be
deemed to indirectly beneficially own (as that term is defined in
Rule 13d-3 under the Act) the Shares and Preferred Stock which
Icahn Master directly beneficially owns. Each of Icahn Offshore,
Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises
GP, Beckton and Mr. Icahn disclaims beneficial ownership of such
Shares and Preferred Stock for all other purposes. Each of Icahn
Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn
Enterprises GP, Beckton and Mr. Icahn, by virtue of their
relationships to Icahn Partners (as disclosed in Item 2), may be
deemed to indirectly beneficially own (as that term is defined in
Rule 13d-3 under the Act) the Shares and Preferred Stock which
Icahn Partners directly beneficially owns. Each of Icahn Onshore,
Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises
GP, Beckton and Mr. Icahn disclaims beneficial ownership of such
Shares and Preferred Stock for all other purposes.
Item 5(c) of the Original 13D is
hereby amended by the addition of the following:
(c) The
following table sets forth all transactions with respect to Shares
and Preferred Stock effected by the Reporting Persons within the
last 60 days. All such transactions were acquisitions of Shares and
Preferred Stock effected through the acquisition of units in the
Rights Offering as described in Item 4.
|
Name of Reporting Person
|
Date
|
Amount of Securities
|
Price
|
|
Icahn Partners LP
|
See Item 4
|
17,231,250 Shares
22,975 shares of Preferred Stock
|
See Item 4
|
|
Icahn Partners Master Fund LP
|
See Item 4
|
12,226,500 Shares
16,302 shares of Preferred Stock
|
See Item 4
|
Item 6. 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:
The disclosure
set forth in Item 4 is incorporated herein by reference.
SIGNATURE
After
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
correct.
Dated: October 14, 2020
ICAHN PARTNERS LP
ICAHN PARTNERS MASTER FUND
LP
ICAHN ONSHORE LP
ICAHN OFFSHORE LP
ICAHN CAPITAL LP
IPH GP LLC
By: /s/
Irene March
Name: Irene
March
Title:
Executive Vice President
BECKTON CORP.
By: /s/
Irene March
Name: Irene
March
Title:
Executive Vice President
ICAHN ENTERPRISES HOLDINGS
L.P.
By: Icahn
Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES G.P. INC.
By: /s/
SungHwan Cho
Name: SungHwan
Cho
Title: Chief
Financial Officer
/s/ Carl C. Icahn
CARL C. ICAHN
[Signature Page of Amendment
No. 13 to Schedule 13D – Enzon Pharmaceuticals, Inc.]
