UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. )1
|
Enzon Pharmaceuticals, Inc. |
|
(Name of Issuer) |
|
Common Stock, par value $0.01 per share |
|
(Title of Class of Securities) |
|
293904108 |
|
(CUSIP Number) |
|
May 12, 2017 |
|
(Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☒ | Rule 13d-1(c) |
| ☐ | Rule 13d-1(d) |
1 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).
CUSIP NO. 293904108
| 1 | NAME OF REPORTING PERSON | ||||||||||||||||||
| Jonathan Couchman | |||||||||||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ | |||||||||||||||||
| (b) ☐ | |||||||||||||||||||
| 3 | SEC USE ONLY | ||||||||||||||||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||||||||||
| United States | |||||||||||||||||||
| NUMBER OF | 5 | SOLE VOTING POWER | |||||||||||||||||
| SHARES | |||||||||||||||||||
| BENEFICIALLY | 2,414,302 | ||||||||||||||||||
| OWNED BY | 6 | SHARED VOTING POWER | |||||||||||||||||
| EACH | |||||||||||||||||||
| REPORTING | 0 shares | ||||||||||||||||||
| PERSON WITH | 7 | SOLE DISPOSITIVE POWER | |||||||||||||||||
| 2,414,302 | |||||||||||||||||||
| 8 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
| 0 shares | |||||||||||||||||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
| 2,414,302 | |||||||||||||||||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||||||||||||||||
| 5.5% | |||||||||||||||||||
| 12 | TYPE OF REPORTING PERSON | ||||||||||||||||||
| IN | |||||||||||||||||||
| 2 |
CUSIP NO. 293904108
| Item 1(a). | Name of Issuer: |
Enzon Pharmaceuticals, Inc. (the “Issuer”).
| Item 1(b). | Address of Issuer's Principal Executive Offices: |
20 Commerce Drive, Suite 135
Cranford, NJ 07016
| Item 2(a). | Name of Person Filing |
| Item 2(b). | Address of Principal Business Office or, if None, Residence |
| Item 2(c). | Citizenship |
Jonathan Couchman (“Mr. Couchman”)
630 Fifth Avenue, Suite 2260
New York, New York 10020
Citizenship: United States
The foregoing is referred to as a “Reporting Person.”
| Item 2(d). | Title of Class of Securities: |
Common Stock, par value $0.01 per share (the “Common Stock”)
| Item 2(e). | CUSIP Number: |
293904108
| Item 3. | If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: |
| /x/ | Not applicable. | |
| (a) | / / | Broker or dealer registered under Section 15 of the Exchange Act. |
| (b) | / / | Bank as defined in Section 3(a)(6) of the Exchange Act. |
| (c) | / / | Insurance company as defined in Section 3(a)(19) of the Exchange Act. |
| (d) | / / | Investment company registered under Section 8 of the Investment Company Act. |
| (e) | / / | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). |
| (f) | / / | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). |
| (g) | / / | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). |
| (h) | / / | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. |
| 3 |
CUSIP NO. 293904108
| (i) | / / | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act. |
| (j) | / / | Group, in accordance with Rule 13d-1(b)(1)(ii)(J). |
| (k) | / / | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____ |
| Item 4. | Ownership |
| (a) | Amount beneficially owned: |
As of the close of business on May 24, 2017, Mr. Couchman beneficially owned 2,414,302 shares, which are held in Mr. Couchman’s retirement accounts.
| (b) | Percent of class: |
As of the close of business on May 24, 2017, Mr. Couchman owned approximately 5.5% of the outstanding shares of Common Stock, based on 44,214,603 shares outstanding as of May 3, 2017, as reported in the Issuer’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on May 12, 2017.
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote |
See Cover Pages Items 5-9.
| (ii) | Shared power to vote or to direct the vote |
See Cover Pages Items 5-9.
| (iii) | Sole power to dispose or to direct the disposition of |
See Cover Pages Items 5-9.
| (iv) | Shared power to dispose or to direct the disposition of |
See Cover Pages Items 5-9.
| Item 5. | Ownership of Five Percent or Less of a Class. |
Not Applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not Applicable.
| Item 7. | Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not Applicable.
| 4 |
CUSIP NO. 293904108
| Item 8. | Identification and Classification of Members of the Group. |
Not Applicable
| Item 9. | Notice of Dissolution of Group. |
Not Applicable.
| Item 10. | Certifications. |
By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
| 5 |
CUSIP NO. 293904108
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: May 24, 2017
| By: |
/s/ Jonathan Couchman | |
| Jonathan Couchman | ||
| 6 |