Form SC 13D/A Enzo Biochem Inc

[Amend] General statement of acquisition of beneficial ownership

Published: 2019-04-24 17:17:24
Submitted: 2019-04-24
p19-1047sc13da.htm ENZO BIOCHEM, INC.


ENT> SC 13D/A 1 p19-1047sc13da.htm ENZO BIOCHEM, INC.

SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 

Enzo Biochem, Inc.

(Name of Issuer)
 

Common Stock, $0.01 par value

(Title of Class of Securities)
 

294100102

(CUSIP Number)
 

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

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 

April 22, 2019

(Date of Event Which Requires Filing of This Statement)
 

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. [ ]

(

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).

 

CUSIP No. 294100102

SCHEDULE 13D/A

Page 2 of 13 Pages

 

1

NAME OF REPORTING PERSON

Harbert Discovery Fund, LP

2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

¨

(b)

¨

3
SEC USE ONLY
4

SOURCE OF FUNDS

WC

5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

1,604,827

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

1,604,827

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,604,827

12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.40%

14

TYPE OF REPORTING PERSON

PN

         

 

CUSIP No. 294100102

SCHEDULE 13D/A

Page 3 of 13 Pages

 

1

NAME OF REPORTING PERSON

Harbert Discovery Fund GP, LLC

2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

¨

(b)

¨

3
SEC USE ONLY
4

SOURCE OF FUNDS

AF

5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

1,604,827

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

1,604,827

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,604,827

12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.40%

14

TYPE OF REPORTING PERSON

OO

         

 

 

CUSIP No. 294100102

SCHEDULE 13D/A

Page 4 of 13 Pages

 

 

1

NAME OF REPORTING PERSON

Harbert Discovery Co-Investment Fund I, LP

2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

¨

(b)

¨

3
SEC USE ONLY
4

SOURCE OF FUNDS

WC

5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

2,251,037

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

2,251,037

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

2,251,037

12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.76%

14

TYPE OF REPORTING PERSON

PN

         

 

CUSIP No. 294100102

SCHEDULE 13D/A

Page 5 of 13 Pages

 

1

NAME OF REPORTING PERSON

Harbert Discovery Co-Investment Fund I GP, LLC

2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

¨

(b)

¨

3
SEC USE ONLY
4

SOURCE OF FUNDS

AF

5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

2,251,037

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

2,251,037

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

2,251,037

12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.76%

14

TYPE OF REPORTING PERSON

OO

         

 

CUSIP No. 294100102

SCHEDULE 13D/A

Page 6 of 13 Pages

 

 

1

NAME OF REPORTING PERSON

Harbert Fund Advisors, Inc.

2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

¨

(b)

¨

3
SEC USE ONLY
4

SOURCE OF FUNDS

AF

5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Alabama

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

3,855,864

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

3,855,864

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

3,855,864

12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

8.16%

14

TYPE OF REPORTING PERSON

IA, CO

         

 

 

CUSIP No. 294100102

SCHEDULE 13D/A

Page 7 of 13 Pages

 

 

1

NAME OF REPORTING PERSON

Harbert Management Corporation

2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

¨

(b)

¨

3
SEC USE ONLY
4

SOURCE OF FUNDS

AF

5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Alabama

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

3,855,864

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

3,855,864

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

3,855,864

12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

8.16%

14

TYPE OF REPORTING PERSON

CO

         

 

 

CUSIP No. 294100102

SCHEDULE 13D/A

Page 8 of 13 Pages

 

 

1

NAME OF REPORTING PERSON

Jack Bryant

2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

¨

(b)

¨

3
SEC USE ONLY
4

SOURCE OF FUNDS

AF

5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
6

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

3,855,864

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

3,855,864

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

3,855,864

12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

8.16%

14

TYPE OF REPORTING PERSON

IN

         

 

 

CUSIP No. 294100102

SCHEDULE 13D/A

Page 9 of 13 Pages

 

 

1

NAME OF REPORTING PERSON

Kenan Lucas

2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

¨

(b)

¨

3
SEC USE ONLY
4

SOURCE OF FUNDS

AF

5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
6

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

3,855,864

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

3,855,864

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

3,855,864

12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

8.16%

14

TYPE OF REPORTING PERSON

IN

         

 

 

CUSIP No. 294100102

SCHEDULE 13D/A

Page 10 of 13 Pages

 

1

NAME OF REPORTING PERSON

Raymond Harbert

2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

¨

(b)

¨

3
SEC USE ONLY
4

SOURCE OF FUNDS

AF

5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
6

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

3,855,864

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

3,855,864

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

3,855,864

12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

8.16%

14

TYPE OF REPORTING PERSON

IN

         

 

 

 

CUSIP No. 294100102

SCHEDULE 13D/A

Page 11 of 13 Pages

 

The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (the “Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.

 

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

 

Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

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 $10,960,232.

 

Item 5. INTEREST IN SECURITIES OF THE ISSUER

 

Item 5(c) of the Schedule 13D is hereby amended and restated in its entirety as follows:
   
(c) The transactions in the shares of Common Stock effected since the filing of 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.

 

 

 

CUSIP No. 294100102

SCHEDULE 13D/A

Page 12 of 13 Pages

 

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: April 24, 2019

 

  Harbert Discovery Fund, LP
   
  By: Harbert Discovery Fund GP, LLC,
    its General Partner
     
  By: Harbert Management Corporation,
    its Managing Member
     
  By:

/s/ John McCullough

    Executive Vice President and
    General Counsel
 
  Harbert Discovery Fund GP, LLC
   
  By: Harbert Management Corporation,
    its Managing Member
     
  By:

/s/ John McCullough

    Executive Vice President and
    General Counsel
 
  Harbert Discovery Co-Investment Fund I, LP
   
  By: Harbert Discovery Co-Investment Fund I GP, LLC,
    its General Partner
     
  By: Harbert Management Corporation,
    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
 
  By:

/s/ Jack Bryant

    Jack Bryant
 
  By:

/s/ Kenan Lucas

    Kenan Lucas
 
  By:

/s/ Raymond Harbert

    Raymond Harbert
 

 

 

 

 

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 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 ($)
     
04/09/2019  2,600  3.1277
04/09/2019  100,000  3.2500
04/10/2019  9,951  3.2429
04/10/2019  28,100  3.3500
04/11/2019  8,500  3.3607
04/11/2019  50,000  3.4000
04/12/2019  24,190  3.4358
04/15/2019  15,800  3.3966
04/15/2019  100,000  3.5000
04/17/2019  3,800  3.4991
04/17/2019  50,000  3.5000
04/18/2019  17,955  3.5213
04/18/2019  10,000  3.5381
04/18/2019  50,000  3.5500
04/22/2019  30,258  3.5469
04/23/2019  6,582  3.5911
04/23/2019  58,470  3.6000
04/24/2019  22,057  3.6127
Additional Files
FileSequenceDescriptionTypeSize
0000902664-19-002023.txt   Complete submission text file   141224

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