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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 08/03/2020 |
3. Issuer Name and Ticker or Trading Symbol
ENZON PHARMACEUTICALS, INC. [ ENZN ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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, par value $0.01 per share(1) | 4,717,666 | I | By Jonathan Couchman(2) |
Common Stock, par value $0.01 per share(1) | 400,000 | I | By Couchman Family Fund(3) |
Common Stock, par value $0.01 per share(1) | 2,100,524 | I | By Xstelos Corp.(4) |
Common Stock, par value $0.01 per share(1) | 633,264 | I | By Myrexis, Inc.(5) |
Common Stock, par value $0.01 per share(1) | 1,667,294 | I | By Harper Asset Management LLC(6) |
Common Stock, par value $0.01 per share(1) | 0 | I | By Michael Pearce(7) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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 |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. This Form 3 is filed jointly by Jonathan Couchman ("Mr. Couchman"), Couchman Family Fund (the "Foundation"), Xstelos Corp. ("Xstelos") and Myrexis, Inc. ("Myrexis"), Brian Harper, Harper Asset Management, LLC ("HAM"), and Michael Pearce, (collectively, 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 Mr. Couchman. As the sole trustee of the Foundation, Mr. Couchman may be deemed to beneficially own the Shares owned by the Foundation. As the Chief Executive Officer of Xstelos, Mr. Couchman may be deemed to beneficially own the shares of Common Stock owned by Xstelos. As the Chief Executive Officer of Myrexis, Mr. Couchman may be deemed to beneficially own Shares of Common Stock owned by Myrexis. |
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 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. |
5. 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. |
6. Represents shares owned directly by HAM. Mr. Harper is the President of HAM. By virtue of this relationship, Mr. Harper may be deemed to beneficially own the Shares owned directly by HAM. Mr. Harper expressly disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein. |
7. Represents shares owned directly by Michael Pearce. Mr. Pearce expressly disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein. |
/s/ Jonathan Couchman | 08/06/2020 | |
Couchman Family Fund; By: /s/ Jonathan Couchman, Trustee | 08/06/2020 | |
Xstelos Corp.; By: /s/ Jonathan Couchman, Chief Executive Officer | 08/06/2020 | |
Myrexis, Inc.; By: /s/ Jonathan Couchman, Chief Executive Officer | 08/06/2020 | |
/s/ Jonathan Couchman, attorney-in-fact for Brian Harper | 08/06/2020 | |
Harper Asset Management, LLC; By: /s/ Brian Harper | 08/06/2020 | |
/s/ Jonathan Couchman, attorney-in-fact for Michael Pearce | 08/06/2020 | |
** 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. |