Amended Statement of Ownership (sc 13g/a)
March 02 2018 - 1:12PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Enzo Biochem,
Inc.
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
294100102
(CUSIP Number)
February 28, 2018
(Date of Event Which Requires Filing of
this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
*The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required
in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
CUSIP NO.
294100102
|
13G
|
Page
2
of
7
Pages
|
1
|
NAME OF REPORTING PERSON
Evermore Global Advisors, LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
¨
(b)
¨
|
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
4,759,804 (See Item 4)
|
6
|
SHARED VOTING POWER
0 (See Item 4)
|
7
|
SOLE DISPOSITIVE POWER
4,759,804 (See Item 4)
|
8
|
SHARED DISPOSITIVE POWER
0 (See Item 4)
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,759,804
|
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
1
10.1%
|
12
|
TYPE OF REPORTING PERSON
(see instructions)
IA
|
1
This percentage is
based on 46,925,721 shares of common stock outstanding as of December 1, 2017, as set forth in the Issuer’s Form 10-Q for
the quarter ended October 31, 2017.
CUSIP NO.
294100102
|
13G
|
Page
3
of
7
Pages
|
1
|
NAME OF REPORTING PERSON
Evermore Global Value Fund, a series of Evermore Funds Trust
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
¨
(b)
¨
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
2
(See Item 4)
|
6
|
SHARED VOTING POWER
0 (See Item 4)
|
7
|
SOLE DISPOSITIVE POWER
0
2
(See Item 4)
|
8
|
SHARED DISPOSITIVE POWER
0 (See Item 4)
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,920,249
|
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
3
8.4%
|
12
|
TYPE OF REPORTING PERSON
(see instructions)
IV
|
2
The Reporting Person
has delegated all authority to vote and dispose of shares of common stock of the Issuer owned by it to Evermore Global Advisors,
LLC, but has the right to rescind this authority upon proper notice.
3
This percentage is
based on 46,925,721 shares of common stock outstanding as of December 1, 2017, as set forth in the Issuer’s Form 10-Q for
the quarter ended October 31, 2017.
CUSIP NO.
294100102
|
13G
|
Page
4
of
7
Pages
|
Item 1.
Enzo Biochem, Inc.
|
(b)
|
Address of Issuer's Principal Executive Offices.
|
527 Madison Avenue
New York, NY 10022
Item 2.
|
(a)
|
Name of Persons Filing.
|
This Schedule 13G/A is being jointly filed
by Evermore Global Advisors, LLC (“
EGA
”) and Evermore Global Value Fund, a series of Evermore Funds Trust (“
EGVF
”
and, together with EGA, the “
Reporting Persons
”). Attached as Exhibit 99.1 hereto is a copy of an agreement
between the Reporting Persons that this Schedule 13G/A is being filed on behalf of each of them.
|
(b)
|
Address of Principal Business Office or, if none, Residence.
|
89 Summit Avenue
Summit, NJ 07901
EGA is a Delaware limited liability company. EGVF is a Massachusetts
business trust.
|
(d)
|
Title of Class of Securities.
|
Common Stock – $0.01 par value
294100102
CUSIP NO.
294100102
|
13G
|
Page
5
of
7
Pages
|
|
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:
|
|
(a)
|
¨
|
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
|
(b)
|
¨
|
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
|
(c)
|
¨
|
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
|
(d)
|
x
|
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
|
(e)
|
x
|
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
|
(f)
|
¨
|
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
|
(g)
|
¨
|
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
|
|
(h)
|
¨
|
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
(i)
|
¨
|
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
|
(j)
|
¨
|
a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
|
|
(k)
|
¨
|
Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:______________
|
The securities reported herein
are beneficially owned by EGVF, an investment company registered under the Investment Company Act of 1940, and other managed account
clients of EGA. EGA is an investment adviser registered under the Investment Advisers Act of 1940. Pursuant to the investment advisory
agreements entered into by EGA and each of Evermore Funds Trust (of which EGVF is a series) and its other managed account clients,
sole investment discretion and voting power over the securities held by such persons has been delegated to EGA, although these
agreements and the authority granted to EGA thereunder may be terminated without penalty upon proper notice.
|
(a)
|
Amount Beneficially Owned.
|
EGA – 4,759,804
EGVF – 3,920,249
CUSIP NO.
294100102
|
13G
|
Page
6
of
7
Pages
|
EGA – 10.1%
EGVF – 8.4%
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
sole power to vote or to direct the vote:
EGA – 4,759,804
EGVF – 0
|
|
(ii)
|
shared power to vote or to direct the vote:
|
EGA – 0
EGVF – 0
|
(iii)
|
sole power to dispose or to direct the disposition of:
|
EGA – 4,759,804
EGVF – 0
|
(iv)
|
shared power to dispose or to direct the disposition of:
|
EGA – 0
EGVF – 0
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
Not Applicable.
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
EGVF and
other managed account clients of EGA have the right to receive or power to direct the receipt of dividends from, as well as proceeds
from the sale of, such securities reported herein. EGVF and other managed account clients of EGA collectively had an interest in
4,759,804 shares, or 10.1%, of the class of securities reported herein as of February 28, 2018. EGVF had an interest in 3,920,249
shares, or 8.4%, of the class of securities reported herein as of February 28, 2018. None of EGA’s other managed account
clients holds more than five percent of such securities.
CUSIP NO.
294100102
|
13G
|
Page
7
of
7
Pages
|
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding
Company or Control Person.
|
Not Applicable.
|
Item 8.
|
Identification and Classification of Members of the Group.
|
Not Applicable.
|
Item 9.
|
Notice of Dissolution of Group.
|
Not Applicable.
By signing below I certify
that, to the best of my 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.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true, complete and correct.
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March 2, 2018
|
|
|
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Evermore Global Advisors, LLC
|
|
|
|
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By:
|
/s/ Eric LeGoff
|
|
|
Eric LeGoff
|
|
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President
|
|
|
|
|
Evermore Global Value Fund, a series of Evermore Funds Trust
|
|
|
|
|
By:
|
/s/ Eric LeGoff
|
|
|
Eric LeGoff
|
|
|
CEO
|
Enzo Biochem (NYSE:ENZ)
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