Jonathan Couchman - 20 Aug 2025 Form 4 Insider Report for ENZO BIOCHEM INC (ENZB)

Reporting relationship: Director
Issuer ticker: ENZB
Reported as of: 20 Aug 2025
Net transaction value: $0
SEC form: 4
Accepted by SEC: 20 Aug 2025, 08:25:36 UTC
Prior SEC filing: 17 Jan 2025
Source filing: View source filing
Reporting owner signature: /s/ Jon Couchman

Key filing fact

Jonathan Couchman filed Form 4 for ENZO BIOCHEM INC (ENZB) on 20 Aug 2025.

Key facts

This page summarizes Jonathan Couchman's Form 4 filing for ENZO BIOCHEM INC (ENZB).
5 reported transactions and 0 derivative rows are listed below.
Accepted by SEC: 20 Aug 2025, 08:25.

Change

Previous filing in this sequence was filed on 17 Jan 2025.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (1)

CIK 0001265094 Primary reporting owner

COUCHMAN JONATHAN

Relationship: Director
Address: C/O ENZO BIOCHEM, INC., 21 EXECUTIVE BLVD., FARMINGDALE
Signature: /s/ Jon Couchman
Signature date: 20 Aug 2025

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

ENZB transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -142,897
Change %: -100%
Price
Shares after: 0
Date: 20 Aug 2025
Ownership: Direct
Footnotes: F1, F2, F3

ENZB transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -130,000
Change %: -100%
Price
Shares after: 0
Date: 20 Aug 2025
Ownership: By Xstelos Holdings, Inc.
Footnotes: F1, F4

ENZB transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -40,000
Change %: -100%
Price
Shares after: 0
Date: 20 Aug 2025
Ownership: By Myrexis, Inc.
Footnotes: F1, F5

ENZB transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -15,000
Change %: -100%
Price
Shares after: 0
Date: 20 Aug 2025
Ownership: By Couchman Family Fund
Footnotes: F1, F6

ENZB transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -277,237
Change %: -100%
Price
Shares after: 0
Date: 20 Aug 2025
Ownership: In retirement accounts
Footnotes: F1, F7

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Jonathan Couchman is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 7 footnotes

Footnote F1

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").

Footnote F2

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.

Footnote F3

Represents 142,897 RSUs.

Footnote F4

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.

Footnote F5

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.

Footnote F6

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.

Footnote F7

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.