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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Conover Charles C/O ENZON PHARMACEUTICALS, INC. 20 KINGSBRIDGE ROAD PISCATAWAY, NJ 08854 |
SVP, R&D Program Management |
/s/ Andrew Rackear, Attorney-in-Fact | 01/25/2013 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(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). |
(1) | This Form 4 is being filed to report the accelerated vesting of 2,343 restricted stock units (RSUs) that were originally granted to the Reporting Person on August 12, 2011. The August 12, 2011 grant consisted of 7,028 RSUs, which vest in full on August 12, 2014 if the Reporting Person remains employed by the Issuer on such date, provided that 50% of the RSUs are subject to accelerated vesting upon the achievement of certain performance milestones. Certain of the performance milestones applicable to the RSU grant were achieved, resulting in the accelerated vesting of 2,343 of the RSUs on January 23, 2013. |
(2) | Because the RSUs granted to the Reporting Person on August 12, 2011 were previously included in the number of shares of common stock reported as beneficially owned by the Reporting Person, the accelerated vesting of 2,343 of the RSUs did not affect the number of shares reported as beneficially owned. |
Remarks: All RSU amounts in this Form 4 reflect an equitable adjustment approved by the Compensation Committee and made to the Issuer's outstanding RSUs in connection with the special cash dividend of $2.00 per share paid by the Issuer on December 21, 2012 to stockholders of record as of December 10, 2012. |