SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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* Conover Charles (Last) (First) (Middle) C/O ENZON PHARMACEUTICALS, INC. 20 KINGSBRIDGE ROAD (Street) PISCATAWAY NJ 08854 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/03/2012	3. Issuer Name and Ticker or Trading Symbol ENZON PHARMACEUTICALS INC [ ENZN ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) SVP, R&D Program Management	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	72,213(1)(2)	D
Common Stock	1,158	I	By 401(k) plan

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)(3)	08/13/2002	08/13/2012	Common Stock	5,000	23.66	D
Employee Stock Option (Right to Buy)(3)	08/29/2003	08/29/2013	Common Stock	2,500	11.37	D
Employee Stock Option (Right to Buy)(3)	02/06/2004	02/06/2014	Common Stock	6,000	14.15	D
Employee Stock Option (Right to Buy)(3)	03/26/2004	03/26/2014	Common Stock	3,000	15.13	D

Explanation of Responses:

1. Includes 3,390 shares of Common Stock beneficially owned through a personal joint account with the Reporting Person's spouse.

2. Includes 23,334 Restricted Stock Units (RSUs) granted by the Issuer pursuant to its 2001 Incentive Stock Plan and 15,000 RSUs granted by the Issuer pursuant to its 2011 Stock Option and Incentive Plan, in each case qualified under Rule 16b-3(d). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock. 23,334 RSUs shall vest in full on September 22, 2013, 10,000 RSUs shall vest in full on May 11, 2014, and 5,000 RSUs shall vest in full on August 12, 2014, if the Reporting Person remains employed by the Issuer on each such date. The RSUs do not have an expiration date; provided, however, that the vesting of a portion of the RSUs shall be accelerated upon the Reporting Person's achievement of certain performance milestones determined by the Board of Directors of the Issuer.

3. Options granted by Issuer pursuant to its equity compensation plans and qualified under Rule 16b-3(d).

Remarks:

Exhibit List Exhibit 24.1 - Power of Attorney

	/s/ Andrew Rackear, Attorney-In-Fact	01/05/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

 

Exhibit 24.1

POWER OF ATTORNEY

          Know all by these presents, that the undersigned hereby constitutes and appoints Andrew Rackear the undersigned’s true and lawful attorney-in-fact to:

 

          The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

 

          This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

          IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of 16^th day of December, 2011.

 

	/s/ Charles Conover
	Signature
	Charles Conover
	Print Name

 

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