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.