ENZ Form 4: Director's Shares and RSUs Cashed Out in Merger
Rhea-AI Filing Summary
Enzo Biochem insider Jon Couchman reported that all of his holdings in the company were disposed of on 08/20/2025 in connection with a merger that made Enzo a wholly-owned subsidiary. At the Effective Time of the Merger, each share of common stock was cancelled and converted into the right to receive $0.70 in cash per share, net of taxes. The filing shows the cancellation/conversion of 142,897 RSUs and disposals of common stock held directly or indirectly through Xstelos Holdings, Myrexis, the Couchman Family Fund and his retirement accounts, leaving 0 shares beneficially owned following the transactions.
Positive
- Merger consideration specified: Share conversion into $0.70 cash per share provides clear, fixed consideration to shareholders.
- Complete reporting of transactions: Form 4 enumerates RSU conversions and disposals across entities and retirement accounts, aiding transparency.
Negative
- Issuer taken private: Shares were cancelled and converted, eliminating public equity for existing shareholders.
- Insider no longer holds shares: Reporting person shows 0 shares beneficially owned after the transactions.
Insights
TL;DR: Insider reported full disposition of holdings due to a cash-out merger at $0.70 per share, eliminating his direct beneficial ownership.
The Form 4 documents a complete exit of the reporting person from Enzo Biochem tied to a Merger Agreement dated June 23, 2025, where Merger Sub merged into the issuer and shareholders received $0.70 per share in cash. The filing distinguishes cancellations of time-vested RSUs and the disposal of common stock held indirectly via several entities and retirement accounts, resulting in zero shares held post-transaction. For governance, this reflects a control transition to Bethpage Parent, Inc., and aligns insider dispositions with the Merger consideration mechanics; the reporting person disclaims beneficial ownership of shares held by controlled entities, except for pecuniary interest.
TL;DR: Form 4 records transaction mechanics and amounts: RSU conversion and multiple entity share disposals under merger terms.
The document itemizes disposals: 142,897 RSUs converted, plus disposals of 130,000, 40,000, 15,000, and 277,237 shares across direct and indirect holdings and retirement accounts. All were settled per the Merger Agreement for $0.70 cash per share. This is a routine post-closing reporting of merger consideration and equity cancellation rather than open-market trading activity, and it clarifies the ownership structure through Xstelos Holdings, Myrexis, the Couchman Family Fund, and retirement accounts.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 142,897 | $0.00 | -- |
| Disposition | Common Stock | 130,000 | $0.00 | -- |
| Disposition | Common Stock | 40,000 | $0.00 | -- |
| Disposition | Common Stock | 15,000 | $0.00 | -- |
| Disposition | Common Stock | 277,237 | $0.00 | -- |
Footnotes (1)
- The shares were disposed of pursuant to the Agreement and Plan of Merger, dated June 23, 2025 (the "Merger Agreement"), by and among the Issuer, Bethpage Parent, Inc. ("Parent"), and Bethpage Merger Sub, Inc., a wholly-owned subsidiary of Parent ("Merger Sub"). Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly-owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each share of the Issuer's common stock, par value $0.01 per share ("Common Stock"), was canceled and automatically converted into the right to receive $0.70 in cash, without interest and less any applicable withholding taxes (the "Merger Consideration"). Pursuant to the Merger Agreement, at the Effective Time, each restricted stock unit ("RSU") that vested solely on the basis of time that was outstanding as of immediately prior to the Effective Time and was held by a member of the Issuer's Board of Directors was canceled and converted into the right to receive an amount in cash obtained by multiplying (A) the total number of shares of Common Stock underlying such RSU, by (B) the Merger Consideration, subject to any required withholding of taxes. Represents 142,897 RSUs. Shares are owned by Xstelos Holdings, Inc., of which the Reporting Person is the sole officer and controlling person. He controls a majority of the shares of Xstelos Holdings, Inc. through shares held in his personal Roth IRA retirement account and through shares held by Couchman Investments LP, a family investment fund, which he controls and which is owned by him and by a trust for the benefit of his children, of which he is the investment manager. The Reporting Person disclaims beneficial ownership of the securities of the Issuer reported herein, except to the extent of his pecuniary interest therein. Shares are owned by Myrexis, Inc., of which the Reporting Person is the sole officer and controlling person. Myrexis, Inc. is controlled by Xstelos Holdings, Inc. The Reporting Person disclaims beneficial ownership of the securities of the Issuer reported herein, except to the extent of his pecuniary interest therein. Shares are owned by the Couchman Family Fund, of which the Reporting Person is the sole officer and controlling person. The Reporting Person disclaims beneficial ownership of the securities of the Issuer reported herein, except to the extent of his pecuniary interest therein. 227,237 shares are held in the Reporting Person's personal SEP-IRA retirement account and 50,000 shares are held in the Reporting Person's personal 401(k) retirement account.
FAQ
How many RSUs did Jon Couchman report being converted?
Does Jon Couchman retain any beneficial ownership after the transactions?
What agreement governed these transactions?
