(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box o .
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* 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).
This Amendment No. 3 (the “Amendment”) amends and supplements the Statement on Schedule 13D, dated January 12, 2011 and filed on January 20, 2011, as amended by Amendment No. 1 dated February 3, 2011 and filed on February 11, 2011, and Amendment No. 2 dated August 9, 2011 and filed on August 16, 2011 (the “Original Schedule 13D”), relating to the Common Stock, par value $0.001 per share (the “Common Stock”), of ZIOPHARM Oncology, Inc., a Delaware corporation (the “Company”). Mr. Randal J. Kirk (“Mr. Kirk”) and Intrexon Corporation, a Virginia corporation (“Intrexon” and, together with Mr. Kirk, the “Reporting Persons”), are filing this Amendment to disclose the acquisition by Intrexon, an affiliate of Mr. Kirk, of 1,923,075 shares of Common Stock in a public offering. Mr. Kirk could be deemed to have indirect beneficial ownership of the shares of Common Stock directly beneficially owned by Intrexon and Kapital Joe, LLC (“Kapital Joe”), an affiliate of Mr. Kirk that also owns shares of Common Stock disclosed herein.
Except as set forth below, there are no changes to the information set forth in the Original Schedule 13D.
Source and Amount of Funds or Other Consideration.
Item 3 of the Original Schedule 13D is hereby amended and supplemented as follows:
Intrexon utilized its working capital to purchase the 1,923,075 shares of Common Stock purchased in a public offering by the Company. In addition, between August 18, 2011 and August 23, 2011, Kapital Joe utilized its working capital to purchase 499,940 shares of Common Stock through open market purchases for an aggregate purchase price of approximately $2.46 million.
Items 5(a) and (b) of the Original Schedule 13D are hereby amended and restated to read in their entirety as follows:
(a) and (b) See Items 11 and 13 of the cover pages to this Statement for the aggregate number of shares and percentage of issued and outstanding shares of Common Stock of the Company owned by the Reporting Persons. The percentage ownership is calculated based on 68,451,324 shares of Common Stock issued and outstanding as of October 28, 2011, based upon the number of shares disclosed by the Company as of such date in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2011, plus 9,650,000 shares issued in the January 20, 2012 public stock offering and 8,334 shares of Common Stock issuable upon exercise of stock options directly owned by Mr. Kirk that are currently exercisable.
Includes 9,896,236 shares of Common Stock held by Intrexon and 1,346,462 shares of Common Stock held by Kapital Joe.
Mr. Kirk could be deemed to have indirect beneficial ownership of the shares of Common Stock directly beneficially owned by Intrexon and Kapital Joe.
Item 5(c) of the Original Schedule 13D is hereby supplemented and amended as follows:
(c) Other than the purchases disclosed herein and a restricted stock grant in December 2011 in connection with Mr. Kirk’s service on the Company’s Board of Directors, the Reporting Persons have not engaged in any transactions in shares of Common Stock since the filing of Amendment No. 2 with the Securities and Exchange Commission on August 16, 2011.