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Filing Details

Accession Number:: 0001140361-16-088016
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2016-11-29 11:18:19
Reporting Period:: 2016-11-28

Filing Date:: 2016-11-29
Accepted Time:: 2016-11-29 11:18:19
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
727510	Enzon Pharmaceuticals Inc.	ENZN	Biological Products, (No Disgnostic Substances) (2836)	222372868

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
921669	C Carl Icahn	C/O Icahn Associates Holding Llc 767 Fifth Ave., Suite 4700 New York NY 10153		No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2016-11-28	694,023	$0.41	6,598,886	No	4	P	Indirect	please see footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	please see footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Total Return Swap	Disposition	2016-11-28	1	$0.00	694,023	$1.09

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0		2016-11-28	Yes	4	H	Indirect

Footnotes

High River Limited Partnership ("High River") directly beneficially owns 1,319,777 Shares, Icahn Partners LP ("Icahn Partners") directly beneficially owns 3,131,172 Shares, and Icahn Partners Master Fund LP ("Icahn Master" and together with Icahn Partners and High River, the "Funds") directly beneficially owns 2,147,937 Shares.
Barberry Corp. ("Barberry"), is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master.
Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of High River, Icahn Partners and Icahn Master. Each of Hopper, Barberry and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.
Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.
Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.
Each of the Funds was party to a cash-settled total return swap agreement (each a "Swap") with a fixed termination date and with respect to a notional number of shares of Common Stock ("reference shares") of Enzon Pharmaceuticals, Inc. ("Enzon") as set forth in Table II and the applicable footnotes thereto. Under each Swap, at termination, the counterparty was obligated to pay to the Funds, in cash, amounts that were determined in part by reference to any increase between an initial reference price per share as set forth in Table II and the market value of such reference shares on the applicable termination date.
In addition, under each Swap, each of the Funds was obligated to pay to the counterparty, in cash, amounts that were determined in part by reference to any decrease between the initial reference price per share set forth in Table II and the market value of such reference shares on the applicable termination date. None of the Swaps provided for any of the Funds to have direct or indirect voting, investment or dispositive control over any reference shares and, accordingly, the Funds disclaim any beneficial ownership in any reference shares or other securities, if any, which may be owned by the counterparties to such Swaps.
On November 28, 2016, each Swap terminated and was settled with a cash payment. The settlement of the Swaps and the purchase of the Shares reported in Table I were effected simultaneously and at the same price.