Sec Form 4 Filing - Rackear Andrew D. @ ENZON PHARMACEUTICALS INC - 2013-01-23

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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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1. Name and Address of Reporting Person
Rackear Andrew D.
2. Issuer Name and Ticker or Trading Symbol
ENZON PHARMACEUTICALS INC [ ENZN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
VP and General Counsel
(Last) (First) (Middle)
C/O ENZON PHARMACEUTICALS, INC., 20 KINGSBRIDGE ROAD
3. Date of Earliest Transaction (MM/DD/YY)
01/23/2013
(Street)
PISCATAWAY, NJ08854
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 01/23/2013 A 4,686 ( 1 ) A $ 0 78,019 ( 2 ) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Rackear Andrew D.
C/O ENZON PHARMACEUTICALS, INC.
20 KINGSBRIDGE ROAD
PISCATAWAY, NJ08854
VP and General Counsel
Signatures
/s/ Andrew Rackear 01/25/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 4 is being filed to report the accelerated vesting of 4,686 restricted stock units (RSUs) that were originally granted to the Reporting Person on August 12, 2011. The August 12, 2011 grant consisted of 14,057 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 4,686 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 4,686 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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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