UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 16)*
|
Enzon
Pharmaceuticals, Inc.
|
(Name
of Issuer)
Common
Stock
(Title
of Class of Securities)
293904-10-8
(CUSIP
Number)
Christopher
P. Davis, Esq.
Kleinberg,
Kaplan, Wolff & Cohen, P.C.
551
Fifth Avenue, New York, New York 10176
Tel:
(212) 986-6000
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
February 18,
2010
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box p.
Note: Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See § 240.13d-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
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. 293904-10-8
|
|
1
|
NAME
OF REPORTING PERSON
DellaCamera Capital Master Fund,
Ltd.
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (a) x (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
Cayman Islands
|
|
|
NUMBER
OF SHARES BENEFI-CIALLY OWNED BY EACH REPORT-ING PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|
8
|
SHARED
VOTING POWER
3,635,000
|
|
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
|
10
|
SHARED
DISPOSITIVE POWER
3,635,000
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,635,000
|
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ¨
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.0%
|
|
|
14
|
TYPE
OF REPORTING PERSON
CO
|
|
|
1
|
NAME
OF REPORTING PERSON
DellaCamera Capital Fund,
Ltd.
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (a) x (b) ¨
|
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
SOURCE
OF FUNDS
AF
|
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) ¨
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman Islands
|
|
|
NUMBER
OF SHARES BENEFI-CIALLY OWNED BY EACH REPORT-ING PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|
8
|
SHARED
VOTING POWER
3,635,000
|
|
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
|
10
|
SHARED
DISPOSITIVE POWER
3,635,000
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,635,000
|
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ¨
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.0%
|
|
|
14
|
TYPE
OF REPORTING PERSON
CO
|
|
|
1
|
NAME
OF REPORTING PERSON
DellaCamera Capital Management,
LLC
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (a) x (b) ¨
|
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
SOURCE
OF FUNDS
AF
|
|
|
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 BENEFI-CIALLY OWNED BY EACH REPORT-ING PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|
8
|
SHARED
VOTING POWER
3,635,000
|
|
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
|
10
|
SHARED
DISPOSITIVE POWER
3,635,000
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,635,000
|
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ¨
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.0%
|
|
|
14
|
TYPE
OF REPORTING PERSON
00
|
|
|
1
|
NAME
OF REPORTING PERSON
Ralph DellaCamera,
Jr.
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (a) x (b) ¨
|
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
SOURCE
OF FUNDS
AF
|
|
|
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
|
|
|
NUMBER
OF SHARES BENEFI-CIALLY OWNED BY EACH REPORT-ING PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|
8
|
SHARED
VOTING POWER
3,635,000
|
|
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
|
10
|
SHARED
DISPOSITIVE POWER
3,635,000
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,635,000
|
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ¨
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.0%
|
|
|
14
|
TYPE
OF REPORTING PERSON
IN,
HC
|
|
|
1
|
NAME
OF REPORTING PERSON
Andrew Kurtz
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (a) x (b) ¨
|
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
SOURCE
OF FUNDS
AF
|
|
|
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
|
|
|
NUMBER
OF SHARES BENEFI-CIALLY OWNED BY EACH REPORT-ING PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|
8
|
SHARED
VOTING POWER
3,635,000
|
|
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
|
10
|
SHARED
DISPOSITIVE POWER
3,635,000
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,635,000
|
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ¨
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.0%
|
|
|
14
|
TYPE
OF REPORTING PERSON
IN,
HC
|
|
|
1
|
NAME
OF REPORTING PERSON
Vincent Spinnato
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (a) x (b) ¨
|
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
SOURCE
OF FUNDS
AF
|
|
|
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
|
|
|
NUMBER
OF SHARES BENEFI-CIALLY OWNED BY EACH REPORT-ING PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|
8
|
SHARED
VOTING POWER
3,635,000
|
|
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
|
10
|
SHARED
DISPOSITIVE POWER
3,635,000
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,635,000
|
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ¨
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.0%
|
|
|
14
|
TYPE
OF REPORTING PERSON
IN,
HC
|
|
This
statement is filed with respect to the shares of the common stock, $0.01 par
value (the "Common Stock"), of Enzon Pharmaceuticals, Inc. (the "Issuer"),
beneficially owned by the Reporting Persons (as defined below) as of February
18, 2010 and amends and supplements the Schedule 13D filed originally on
December 19, 2007, as previously amended (collectively, the "Schedule
13D"). Except as set forth herein, the Schedule 13D is
unmodified.
The
names of the persons filing this statement on Schedule 13D are: DellaCamera
Capital Master Fund, Ltd., a Cayman Islands exempted company (the “Master
Fund”), DellaCamera Capital Fund, Ltd., a Cayman Islands exempted company (the
“Offshore Fund”), DellaCamera Capital Management, LLC, a Delaware limited
liability company (“DCM” and, collectively with the Master Fund and the Offshore
Fund, the “Fund”), Ralph DellaCamera, Jr., a citizen of the United States
(“Mr. DellaCamera”), Andrew Kurtz, a citizen of the United States
(“Mr. Kurtz”) and Vincent Spinnato, a citizen of the United States
(“Mr. Spinnato”) (together, the “Reporting Persons”).
Item
3. Source and Amount of Funds or Other Consideration
The
Master Fund acquired the securities reported herein at an aggregate cost of
$28,350,522 (including commissions). The funds used to purchase these
securities were obtained from the general working capital of the Master Fund and
margin account borrowings made in the ordinary course of business, although the
Master Fund cannot determine whether any funds allocated to purchase such
securities were obtained from any margin account borrowings.
Item
4. Purpose of Transaction
Item
4 of the Schedule 13D has been supplemented by adding the
following:
On
February 18, 2010, the Master Fund submitted a Notice of Nomination to the
Issuer nominating John P. Funkhouser and I. Keith Maher, M.D., two independent,
highly-qualified candidates, for election to the Issuer’s Board of Directors at
the Issuer’s 2010 annual meeting of stockholders. The Reporting
Persons reserve the right to solicit proxies to see that these candidates are
added to the Issuer’s Board of Directors, but have made no definitive decision
to do so at this time. The Reporting Persons may also have
discussions with the Issuer regarding these and other governance
matters.
Item 5. Interest in Securities
of the Issuer
(a) The Reporting Persons as
a group beneficially own 3,635,000 shares of Common Stock, representing 8.0% of the outstanding
shares of Common Stock. The 3,635,000 shares of Common Stock
beneficially owned by the Reporting Persons are comprised of: (a) 3,600,000
shares of Common Stock, and (b) May 2010 $10.00 Call Options exercisable for
35,000 shares of Common Stock.
(b) None of the Reporting
Persons has sole power to vote or to direct the vote or sole power to dispose or
to direct the disposition of the shares of Common Stock beneficially owned by
them.
Each
of the Reporting Persons has shared power to vote and to direct the vote and
shared power to dispose and to direct the disposition of the 3,635,000 shares of
Common Stock beneficially owned by them.
(c) A list of the
transactions in the Issuer’s Common Stock that were effected by the Reporting
Persons during the past sixty days is attached hereto as Appendix
I.
Signature
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Dated: February
22,
2010
DELLACAMERA CAPITAL MASTER FUND, LTD.
By:
/s/ Andrew Kurtz
Andrew Kurtz, Director
DELLACAMERA CAPITAL FUND, LTD.
By:
/s/ Andrew Kurtz
Andrew Kurtz, Director
DELLACAMERA CAPITAL MANAGEMENT, LLC
By:
/s/ Ralph DellaCamera,
Jr.
Ralph DellaCamera, Jr., Managing Member
/s/
Ralph DellaCamera,
Jr.
Ralph DellaCamera, Jr.
/s/
Andrew Kurtz
Andrew Kurtz
/s/
Vincent Spinnato
Vincent Spinnato
APPENDIX
I
LIST
OF TRANSACTIONS
Transactions
Effected by DellaCamera Capital Master Fund, Ltd. during the past sixty
days:
Transactions
Effected by DellaCamera Capital Master Fund, Ltd. in Call Options at $10.00
Expiring on January 16, 2010:
|
Date
of transaction
|
Amount
of securities
Bought/
(Sold)
|
Price
per share or unit (excluding commissions)
|
Where
and how the transaction was effected
|
|
6-Jan-2010
|
(800)
|
$0.6688
|
Open
Market
|
|
8-Jan-2010
|
(81)
|
$0.6500
|
Open
Market
|
Transactions
Effected by DellaCamera Capital Master Fund, Ltd. in Call Options at $10.00
Expiring on May 22, 2010:
|
Date
of transaction
|
Amount
of securities
Bought/
(Sold)
|
Price
per share or unit (excluding commissions)
|
Where
and how the transaction was effected
|
|
6-Jan-2010
|
350
|
$1.60
|
Open
Market
|