Amended Statement of Ownership (sc 13g/a)
January 22 2020 - 4:06PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT
TO § 240.13d-1(b), (c), AND (d)
AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2
Enzon
Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, $0.01
par value
(Title of Class of Securities)
293904108
(CUSIP Number)
December 31, 2019
(Date of Event Which Requires Filing of
this Statement)
Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
CUSIP No. 293904108
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SCHEDULE 13G
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Page 2 of 10
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1.
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NAMES
OF REPORTING PERSONS
Poplar Point Capital Management LLC
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2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
|
3.
|
SEC
USE ONLY
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
6.
|
SHARED
VOTING POWER
2,906,966
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
8.
|
SHARED
DISPOSITIVE POWER
See Row 6 above.
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
¨
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.6%
|
12.
|
TYPE
OF REPORTING PERSON (See Instructions)
IA
|
CUSIP No. 293904108
|
SCHEDULE 13G
|
Page 3 of 10
|
1.
|
NAMES
OF REPORTING PERSONS
Poplar Point Capital Partners LP
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
|
3.
|
SEC
USE ONLY
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
6.
|
SHARED
VOTING POWER
2,906,966
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
8.
|
SHARED
DISPOSITIVE POWER
See Row 6 above.
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
¨
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.6%
|
12.
|
TYPE
OF REPORTING PERSON (See Instructions)
PN
|
CUSIP No. 293904108
|
SCHEDULE 13G
|
Page 4 of 10
|
1.
|
NAMES
OF REPORTING PERSONS
Poplar Point Capital GP LLC
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
|
3.
|
SEC
USE ONLY
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
6.
|
SHARED
VOTING POWER
2,906,966
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
8.
|
SHARED
DISPOSITIVE POWER
See Row 6 above.
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
¨
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.6%
|
12.
|
TYPE
OF REPORTING PERSON (See Instructions)
HC
|
CUSIP No. 293904108
|
SCHEDULE 13G
|
Page 5 of 10
|
1.
|
NAMES
OF REPORTING PERSONS
Jad Fakhry
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
|
3.
|
SEC
USE ONLY
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S. Citizen
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
6.
|
SHARED
VOTING POWER
2,906,966
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
8.
|
SHARED
DISPOSITIVE POWER
See Row 6 above.
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
¨
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.6%
|
12.
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. 293904108
|
SCHEDULE 13G
|
Page 6 of 10
|
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Item
1(a).
|
Name
of Issuer:
|
Enzon Pharmaceuticals, Inc., a Delaware corporation
(the "Issuer").
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Item1
(b).
|
Address
of Issuer's Principal Executive Offices:
|
20 Commerce Drive (Suite 135), Cranford, New Jersey
07016.
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Item
2.
|
Name
of Person Filing:
|
(a) This Schedule 13G is being jointly filed by Poplar
Point Capital Management LLC, a Delaware limited liability company ("PPCM"), Poplar Point Capital Partners LP,
a Delaware limited partnership ("PPCP"), Poplar Point Capital GP LLC, a Delaware limited liability company ("PPCGP"),
and Jad Fakhry, a United States citizen (collectively with PPCM, PPCP and PPCGP, the "Reporting Persons") with
respect to shares of Common Stock of the Issuer owned by PPCP.
PPCM is the investment manager for PPCP. PPCGP is
the general partner of PPCP. Mr. Fakhry is the manager of, and owns a controlling interest in, PPCM and PPCGP.
The filing of this statement shall not be construed
as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by the statement other than
the securities actually owned by such person (if any).
(b) The principal business address for each of the
Reporting Persons is c/o Poplar Point Capital Management LLC, 840 Hinckley Road, Suite 250, Burlingame, CA 94010.
(c) PPCM, PPCP and PPCGP are all organized in the
State of Delaware. Mr. Fakhry is a United States citizen.
(d) Title of Class of Securities: Common Stock, par
value $0.01 per share.
(e) CUSIP Number: 293904108.
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Item
3.
|
If
This Statement is Filed Pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), Check Whether the Person Filing is
a:
|
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(a)
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¨ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
|
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(b)
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¨ Bank as defined, in Section 3(a)(6) of the Act (15 U.S.C. 78c);
|
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(c)
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¨ Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
|
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(d)
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¨ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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x An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
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(f)
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¨ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
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(g)
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¨ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
|
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(h)
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¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (15 U.S.C. 1813);
|
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(i)
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¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
|
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(j)
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¨ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
|
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(k)
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¨ Group, in accordance with § 240.13d-113d-1(b)(1)(ii)(K).
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CUSIP No. 293904108
|
SCHEDULE 13G
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Page 7 of 10
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If filing as a non-U.S. institution
in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution.
Item 2 is incorporated by reference.
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(a)
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Each of the Reporting Persons may be deemed to beneficially own 2,906,966 shares of Common Stock.*
|
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(b)
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The number of shares each Reporting Person may be deemed to beneficially own constitutes approximately 6.6% of the Common Stock outstanding, based on 44,214,603 shares of Common Stock outstanding as of November 1, 2019 as reported in the Issuer's Quarterly Report on Form 10-Q for the period ended September 30, 2019.
|
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(c)
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Number of shares as to which each Reporting Person has:
|
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(i)
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Sole power to vote or to direct the vote: 0.
|
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(ii)
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Shared power to vote or to direct the vote: 2,906,966.
|
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(iii)
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Sole power to dispose or to direct the disposition of: 0.
|
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(iv)
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Shared power to dispose or to direct the disposition of: 2,906,966.
|
*PPCP directly owns 2,906,966 shares of Common Stock
of the Issuer (the "PPCP Shares") and each of the Reporting Persons may be deemed to beneficially own 2,906,966
shares based on the ownership and control structure set forth in Item 2. PPCM, as the investment advisor of PPCP, may be deemed
to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the PPCP
Shares. PPCGP, as the general partner of PPCP, may be deemed to have the shared power to vote or direct the vote of (and the shared
power to dispose or direct the disposition of) the PPCP Shares. By virtue of Mr. Fakhry's position as the manager of each of PPCM
and PPCGP, Mr. Fakhry may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or
direct the disposition of) the PPCP Shares, and therefore Mr. Fakhry may be deemed to be the beneficial owner of the PPCP Shares.
Each of PPCGP, PPCM, and Mr. Fakhry disclaims beneficial ownership of the PPCP Shares. In addition, the filing of this Schedule
13G shall not be construed as an admission that any of the reporting persons is the beneficial owner of any securities covered
by this Schedule 13G for any other purposes than Section 13(d) of the Securities Exchange Act of 1934.
|
Item
5.
|
Ownership
of Five Percent or Less of a Class:
|
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than 5 percent of the class of securities, check the following ¨
.
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another Person:
|
Not applicable.
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
|
See Items 2 and 4 above.
CUSIP No. 293904108
|
SCHEDULE 13G
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Page 8 of 10
|
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Item
8.
|
Identification
and Classification of Members of the Group:
|
Not applicable.
|
Item
9.
|
Notice
of Dissolution of Group:
|
Not applicable.
By signing below, the undersigned certify that, to
the best of their knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business
and 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, other than activities solely in connection with a nomination under Section 240.14a-11.
CUSIP No. 293904108
|
SCHEDULE 13G
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Page 9 of 10
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SIGNATURE
After reasonable inquiry and to the best
of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated this 22nd day of January, 2020
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POPLAR POINT CAPITAL MANAGEMENT LLC
|
|
|
|
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By:
|
/s/ Jad Fakhry
|
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|
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Jad Fakhry, Manager
|
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POPLAR POINT CAPITAL PARTNERS LP
|
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By:
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Poplar Point Capital GP LLC
|
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its General Partner
|
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By:
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/s/ Jad Fakhry
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Jad Fakhry, Manager
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POPLAR POINT CAPITAL GP LLC
|
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By:
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/s/ Jad Fakhry
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Jad Fakhry, Manager
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/s/
Jad Fakhry
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JAD FAKHRY, an individual
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CUSIP No. 293904108
|
SCHEDULE 13G
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Page 10 of 10
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JOINT FILING AGREEMENT
The undersigned hereby agree to jointly
prepare and file with regulatory authorities this Schedule 13G and any future amendments thereto reporting each of the undersigned’s
ownership of securities of the Issuer named herein, and hereby affirm that such Schedule 13G is being filed on behalf of each of
the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. The
undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy
of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the
information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Dated this 22nd day of January, 2020
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POPLAR POINT CAPITAL MANAGEMENT LLC
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By:
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/s/ Jad Fakhry
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Jad Fakhry, Manager
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POPLAR POINT CAPITAL PARTNERS LP
|
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By:
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Poplar Point Capital GP LLC
|
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its General Partner
|
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By:
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/s/
Jad Fakhry
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Jad Fakhry, Manager
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POPLAR POINT CAPITAL GP LLC
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By:
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/s/ Jad Fakhry
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Jad Fakhry, Manager
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/s/ Jad Fakhry
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JAD FAKHRY, an individual
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