Amended Statement of Beneficial Ownership (sc 13d/a)
May 20 2019 - 5:15PM
Edgar (US Regulatory)
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D/A
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Under the Securities Exchange Act of 1934
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(Amendment No. 2)*
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Enzo Biochem,
Inc.
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(Name of Issuer)
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Common Stock,
$0.01 par value
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(Title of Class of Securities)
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294100102
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(CUSIP Number)
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Kevin A. McGovern, Esq.
c/o Harbert Discovery Fund, LP
2100 Third Avenue North, Suite 600
Birmingham, AL 35203
(205) 987-5577
with a copy to:
Eleazer Klein, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022
(212) 756-2000
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(Name, Address and Telephone Number of Person
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Authorized to Receive Notices and Communications)
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May 16, 2019
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(Date of Event Which Requires Filing of This Statement)
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If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule
13d-1(f) or Rule 13d-1(g), check the following box. [ ]
The information required on 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).
(
Page 1
of 13 Pages
)
______________________________
* 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 disclosures provided in a prior cover page.
The information required on 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).
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CUSIP No. 294100102
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SCHEDULE 13D/A
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Page
2
of 13 Pages
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1
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NAME OF REPORTING PERSON
Harbert Discovery Fund, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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7
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SOLE VOTING POWER
-0-
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8
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SHARED VOTING POWER
1,604,827
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9
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SOLE DISPOSITIVE POWER
-0-
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10
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SHARED DISPOSITIVE POWER
1,604,827
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,604,827
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.40%
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14
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 294100102
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SCHEDULE 13D/A
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Page
3
of 13 Pages
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1
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NAME OF REPORTING PERSON
Harbert Discovery Fund GP, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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7
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SOLE VOTING POWER
-0-
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8
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SHARED VOTING POWER
1,604,827
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9
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SOLE DISPOSITIVE POWER
-0-
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10
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SHARED DISPOSITIVE POWER
1,604,827
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,604,827
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.40%
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14
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TYPE OF REPORTING PERSON
OO
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CUSIP No. 294100102
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SCHEDULE 13D/A
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Page
4
of 13 Pages
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1
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NAME OF REPORTING PERSON
Harbert Discovery Co-Investment Fund I, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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7
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SOLE VOTING POWER
-0-
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8
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SHARED VOTING POWER
3,462,392
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9
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SOLE DISPOSITIVE POWER
-0-
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10
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SHARED DISPOSITIVE POWER
3,462,392
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
3,462,392
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.33%
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14
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 294100102
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SCHEDULE 13D/A
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Page
5
of 13 Pages
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1
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NAME OF REPORTING PERSON
Harbert Discovery Co-Investment Fund I GP, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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7
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SOLE VOTING POWER
-0-
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8
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SHARED VOTING POWER
3,462,392
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9
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SOLE DISPOSITIVE POWER
-0-
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10
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SHARED DISPOSITIVE POWER
3,462,392
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
3,462,392
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.33%
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14
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TYPE OF REPORTING PERSON
OO
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CUSIP No. 294100102
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SCHEDULE 13D/A
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Page
6
of 13 Pages
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1
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NAME OF REPORTING PERSON
Harbert Fund Advisors, Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Alabama
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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7
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SOLE VOTING POWER
-0-
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8
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SHARED VOTING POWER
5,067,219
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9
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SOLE DISPOSITIVE POWER
-0-
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10
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SHARED DISPOSITIVE POWER
5,067,219
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
5,067,219
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.73%
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14
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TYPE OF REPORTING PERSON
IA, CO
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CUSIP No. 294100102
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SCHEDULE 13D/A
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Page
7
of 13 Pages
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1
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NAME OF REPORTING PERSON
Harbert Management Corporation
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Alabama
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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7
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SOLE VOTING POWER
-0-
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8
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SHARED VOTING POWER
5,067,219
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9
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SOLE DISPOSITIVE POWER
-0-
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10
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SHARED DISPOSITIVE POWER
5,067,219
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
5,067,219
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.73%
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14
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 294100102
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SCHEDULE 13D/A
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Page
8
of 13 Pages
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1
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NAME OF REPORTING PERSON
Jack Bryant
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
¨
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3
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SEC USE ONLY
|
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
7
|
SOLE VOTING POWER
-0-
|
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8
|
SHARED VOTING POWER
5,067,219
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
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SHARED DISPOSITIVE POWER
5,067,219
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
5,067,219
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
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|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.73%
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|
14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 294100102
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SCHEDULE 13D/A
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Page
9
of 13 Pages
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1
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NAME OF REPORTING PERSON
Kenan Lucas
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
¨
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3
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SEC USE ONLY
|
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4
|
SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
|
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
5,067,219
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
5,067,219
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
5,067,219
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.73%
|
|
14
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TYPE OF REPORTING PERSON
IN
|
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CUSIP No. 294100102
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SCHEDULE 13D/A
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Page
10
of 13 Pages
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1
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NAME OF REPORTING PERSON
Raymond Harbert
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
¨
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3
|
SEC USE ONLY
|
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4
|
SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
7
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SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
5,067,219
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
5,067,219
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
5,067,219
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.73%
|
|
14
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TYPE OF REPORTING PERSON
IN
|
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CUSIP No. 294100102
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SCHEDULE 13D/A
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Page
11
of 13 Pages
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The following constitutes Amendment No. 2 to the Schedule 13D filed
by the undersigned (the ”Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth
herein.
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Item 3.
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SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
|
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Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:
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The funds for the purchase of the Common Stock by the Funds came from the working capital of the Funds, over which HFA, HMC, the Fund GPs, Jack Bryant, Kenan Lucas and Raymond Harbert, through their roles described above in Item 2(c), exercise investment discretion. No borrowed funds were used to purchase the shares of Common Stock reported in this Schedule 13D, other than borrowed funds used for working capital purposes in the ordinary course of business. The total costs of the Common Stock directly owned by the Funds is approximately $15,355,939.
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Item 5.
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INTEREST IN SECURITIES OF THE ISSUER
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Item 5(c) of the Schedule 13D is hereby amended and restated in its entirety as follows:
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(c)
|
The transactions in the shares of Common Stock effected since the filing of Amendment No. 1 to the Schedule 13D by the Reporting Persons, which were all in the open market, are set forth in
Annex A
, and are incorporated herein by reference.
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CUSIP No. 294100102
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SCHEDULE 13D/A
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Page
12
of 13 Pages
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SIGNATURES
After reasonable inquiry and to the best
of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: May 20, 2019
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Harbert Discovery Fund, LP
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By:
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Harbert Discovery Fund GP, LLC,
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its General Partner
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By:
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Harbert Management Corporation,
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its Managing Member
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By:
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/s/ John McCullough
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Executive Vice President and
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General Counsel
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Harbert Discovery Fund GP, LLC
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By:
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Harbert Management Corporation,
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its Managing Member
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By:
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/s/ John McCullough
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Executive Vice President and
|
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|
|
General Counsel
|
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|
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Harbert Discovery Co-Investment Fund I, LP
|
|
|
|
|
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By:
|
Harbert Discovery Co-Investment
|
|
|
|
Fund I GP, LLC, its General Partner
|
|
|
|
|
|
By:
|
Harbert Management Corporation,
|
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|
|
its Managing Member
|
|
|
|
|
|
By:
|
/s/ John McCullough
|
|
|
|
Executive Vice President and
|
|
|
|
General Counsel
|
|
|
|
|
|
Harbert Discovery Co-Investment Fund I GP, LLC
|
|
|
|
|
|
By:
|
Harbert Management Corporation,
|
|
|
|
its Managing Member
|
|
|
|
|
|
By:
|
/s/ John McCullough
|
|
|
|
Executive Vice President and
|
|
|
|
General Counsel
|
|
|
|
|
|
Harbert Fund Advisors, Inc.
|
|
|
|
|
|
By:
|
/s/ John McCullough
|
|
|
|
Executive Vice President and
|
|
|
|
General Counsel
|
|
|
|
|
|
Harbert Management Corporation
|
|
|
|
|
|
By:
|
/s/ John McCullough
|
|
|
|
Executive Vice President and
|
|
|
|
General Counsel
|
|
|
|
|
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By:
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/s/ Jack Bryant
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|
|
|
Jack Bryant
|
|
|
|
|
|
By:
|
/s/ Kenan Lucas
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|
|
|
Kenan Lucas
|
|
|
|
|
|
By:
|
/s/ Raymond Harbert
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|
|
|
Raymond Harbert
|
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CUSIP No. 294100102
|
SCHEDULE 13D/A
|
Page
13
of 13 Pages
|
Annex A
This Annex sets forth information
with respect to each purchase and sale (excluding brokerage commissions) of Common Stock which was effectuated by the Reporting
Persons since the filing of Amendment No. 1 to the Schedule 13D. All transactions were effectuated in the open market through a
broker.
Harbert Discovery Co-Investment Fund I,
LP
|
Trade Date
|
Common Stock
Purchased (Sold)
|
Price Per Share ($)
|
|
|
|
|
|
04/25/2019
|
25,000
|
3.5368
|
|
04/25/2019
|
3,622
|
3.5000
|
|
04/26/2019
|
7,886
|
3.3999
|
|
04/26/2019
|
20,000
|
3.4620
|
|
04/26/2019
|
50,000
|
3.4392
|
|
04/29/2019
|
24,871
|
3.5231
|
|
04/30/2019
|
31,112
|
3.4737
|
|
04/30/2019
|
25,000
|
3.5094
|
|
05/01/2019
|
12,800
|
3.4949
|
|
05/02/2019
|
25,000
|
3.5448
|
|
05/02/2019
|
11,122
|
3.4883
|
|
05/03/2019
|
14,526
|
3.4924
|
|
05/06/2019
|
12,973
|
3.5198
|
|
05/07/2019
|
68,937
|
3.5483
|
|
05/08/2019
|
6,200
|
3.5452
|
|
05/09/2019
|
13,690
|
3.6290
|
|
05/10/2019
|
5,190
|
3.6258
|
|
05/13/2019
|
5,619
|
3.6345
|
|
05/13/2019
|
27,000
|
3.6200
|
|
05/13/2019
|
7,585
|
3.6183
|
|
05/14/2019
|
10,594
|
3.6058
|
|
05/14/2019
|
14,555
|
3.6340
|
|
05/15/2019
|
22,009
|
3.6477
|
|
05/16/2019
|
1,700
|
3.6500
|
|
05/16/2019
|
333,346
|
3.6700
|
|
05/17/2019
|
16,886
|
3.6653
|
|
05/20/2019
|
400,000
|
3.7000
|
|
05/20/2019
|
14,132
|
3.6141
|
Enzo Biochem (NYSE:ENZ)
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From Mar 2024 to Apr 2024
Enzo Biochem (NYSE:ENZ)
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From Apr 2023 to Apr 2024
