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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 | |
Stancic Ana C/O ENZON PHARMACEUTICALS, INC. 20 KINGSBRIDGE ROAD PISCATAWAY, NJ 08854 |
Executive VP, COO, PEO, CFO |
/s/ Andrew Rackear, Attorney-in-Fact | 01/19/2012 | |
**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) | Restricted Stock Units ("RSUs") granted by the Issuer pursuant to its 2011 Stock Option and Incentive Plan and qualified under Rule 16b-3(d). Each unit represents a contingent right to receive one share of the Issuer's Common Stock. |
(2) | The two reported transactions involved an amendment of an outstanding RSU grant, resulting in the deemed cancellation of the "old" RSUs and the making of a replacement RSU grant. The RSU grant was originally made on November 17, 2011, and provided that the RSUs would vest in full on November 17, 2014, if the Reporting Person remained employed by the Issuer on such date; provided, however, that the vesting of 50% of the RSUs was to be accelerated upon the Reporting Person's achievement of certain performance milestones determined by the Board of Directors of the Issuer. On January 17, 2012, the RSU grant was amended to provide that the RSUs will vest in three (3) tranches. Of the 45,000 RSUs granted, 15,000 RSUs will vest on each of November 17, 2012, November 17, 2013 and November 17, 2014, in each case if the Reporting Person remains employed by the Issuer on such date. |