SEC Info - Kirk Randal J - ‘SC 13D/A’ on 10/31/13 re: Ziopharm Oncology Inc

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Kirk Randal J – ‘SC 13D/A’ on 10/31/13 re: Ziopharm Oncology Inc

On: Thursday, 10/31/13, at 3:10pm ET · Accession #: 1140361-13-40096 · File #: 5-79364

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

10/31/13  Kirk Randal J                     SC 13D/A               2:77K  Ziopharm Oncology Inc             Broadridge Fin’l So… Inc

Amendment to General Statement of Beneficial Ownership — Sch. 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Randal Kirk SC 13D A #5 10-29-2013                  HTML     41K 
 2: EX-1        Underwriting Agreement                              HTML      6K

SC 13D/A — Randal Kirk SC 13D A #5 10-29-2013

This is an HTML Document rendered as filed. [ Alternative Formats ]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

(Amendment No. 5)*

Under the Securities Exchange Act of 1934

ZIOPHARM ONCOLOGY, INC.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

98973P101

(CUSIP Number)

Third Security, LLC

1881 Grove Avenue

Radford, Virginia 24141

Attention: Marcus E. Smith, Esq.

(540) 633-7900

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

Copy to:

Intrexon Corporation

Attention: Legal

20374 Seneca Meadows Parkway

Germantown, Maryland 20876

(301) 556-9809

October 29, 2013

(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).

CUSIP No. 89365K206

Page 2 of 6

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

	Randal J. Kirk

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) o (b) x
3	SEC USE ONLY

4	SOURCE OF FUNDS

	PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
	PURSUANT TO ITEM 2(d) OR 2(e)		o
6	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States


	7	SOLE VOTING POWER
NUMBER OF
SHARES		1,423,252
BENEFICIALLY
OWNED BY	8	SHARED VOTING POWER
EACH
REPORTING		16,390,305
PERSON WITH
	9	SOLE DISPOSITIVE POWER

		1,423,252

	10	SHARED DISPOSITIVE POWER 16,390,305
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,813,557
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.2%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 98973P101

Page 3 of 6

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

	Intrexon Corporation I.R.S. IDENTIFICATION NO.: 26-0084895

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) o (b) x
3	SEC USE ONLY

4	SOURCE OF FUNDS

	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
	PURSUANT TO ITEM 2(d) OR 2(e)		o
6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Virginia


	7	SOLE VOTING POWER
NUMBER OF
SHARES		0
BENEFICIALLY
OWNED BY	8	SHARED VOTING POWER
EACH
REPORTING		16,390,305
PERSON WITH
	9	SOLE DISPOSITIVE POWER

		0

	10	SHARED DISPOSITIVE POWER 16,390,305
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,390,305
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.7%
14	TYPE OF REPORTING PERSON CO

CUSIP No. 98973P101

Page 4 of 6

This Amendment No. 5 (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, Amendment No. 2 dated August 9, 2011 and filed on August 16, 2011, Amendment No. 3 dated January 20, 2012 and filed on January 25, 2012, and Amendment No. 4 dated November 7, 2012 and filed November 9, 2012 (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 purchase by Intrexon, an affiliate of Mr. Kirk, of 2,857,143 shares of Common Stock in an underwritten public offering of the Company on October 29, 2013. 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”), a Virginia limited liability company that is managed by an affiliate that is managed by Third Security, LLC, a Virginia limited liability company that is managed by Mr. Kirk.

Except as set forth below, there are no changes to the information set forth in the Original Schedule 13D.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 of the Original Schedule 13D is hereby amended and supplemented as follows:

On October 29, 2013, Intrexon utilized its working capital to purchase 2,857,143 shares of Common Stock in an underwritten public offering of the Company, for an aggregate purchase price of approximately $10,000,000, or $3.50 per share.

Item 5.

Interest in Securities of the Issuer.

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 83,696,029 shares of Common Stock issued and outstanding as of October 14, 2013, as disclosed by the Company as of such date in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2013, increased by 14,300,000 shares of Common Stock issued in the underwritten public offering, and 16,667 shares of Common Stock issuable upon exercise of stock options directly owned by Mr. Kirk that are currently exercisable.

Reporting Person	Amount of Common Stock Beneficially Owned		Percent of Class		Sole Power to Vote or Direct the Vote		Shared Power to Vote or Direct the Vote		Sole Power to Dispose or to Direct the Disposition		Shared Power to Dispose or to Direct the Disposition
Randal J. Kirk⁽¹⁾		17,813,557		18.2%		1,423,252		16,390,305		1,423,252		16,390,305
Intrexon Corporation		16,390,305		16.7%		—		16,390,305		—		16,390,305

(1)

Includes 1,346,462 shares of Common Stock held by Kapital Joe.

CUSIP No. 98973P101

Page 5 of 6

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 7.

Material to be Filed as Exhibits.

Exhibit 1

Joint Filing Agreement, dated as of October 31, 2013, by and between Mr. Kirk and Intrexon

CUSIP No. 98973P101

Page 6 o f 6

SIGNATURES

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: October 31, 2013

	/s/ *Randal J. Kirk*
	Randal J. Kirk

	INTREXON CORPORATION

	By:	/s/ *Randal J. Kirk*
		Randal J. Kirk
		Chief Executive Officer

EXHIBIT INDEX

Exhibit 1

Joint Filing Agreement, dated as of October 31, 2013, by and between Mr. Kirk and Intrexon

Dates Referenced Herein and Documents Incorporated by Reference

This ‘SC 13D/A’ Filing	Date	Other Filings

Filed on:	10/31/13	4
	10/29/13	4, 8-K
	10/14/13
	9/30/13	10-Q, 4
	11/9/12	4, SC 13D/A
	11/7/12	4
	1/25/12	8-K, SC 13D/A
	1/20/12	4, 424B5, 8-K, FWP
	8/16/11	SC 13D/A
	8/9/11	10-Q/A, 4
	2/11/11	SC 13D/A, SC 13G/A
	2/3/11	4, 8-K
	1/20/11	8-K, SC 13D
	1/12/11	3, 4, 8-K
		List all Filings

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Filing Submission 0001140361-13-040096 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Kirk Randal J – ‘SC 13D/A’ on 10/31/13 re: Ziopharm Oncology Inc

On: Thursday, 10/31/13, at 3:10pm ET · Accession #: 1140361-13-40096 · File #: 5-79364

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Amendment to General Statement of Beneficial Ownership — Sch. 13DFiling Table of Contents

SC 13D/A — Randal Kirk SC 13D A #5 10-29-2013

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

Amendment to General Statement of Beneficial Ownership — Sch. 13D
Filing Table of Contents