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
20358 Seneca Meadows Parkway
Germantown, Maryland 20876
(301) 556-9809
|
November 7, 2012
|
(Date of Event which Requires Filing of this Statement)
|
CUSIP No. 89365K206 |
Page 2 of 7
|
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
|
|
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
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
||
7
|
SOLE VOTING POWER
|
|
50,911
|
||
8
|
SHARED VOTING POWER
|
|
14,879,624
|
||
9
|
SOLE DISPOSITIVE POWER
|
|
50,911
|
||
10
|
SHARED DISPOSITIVE POWER
14,879,624
|
CUSIP No. 98973P101 |
Page 3 of 7
|
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
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
||
7
|
SOLE VOTING POWER
|
|
0
|
||
8
|
SHARED VOTING POWER
|
|
13,533,162
|
||
9
|
SOLE DISPOSITIVE POWER
|
|
0
|
||
10
|
SHARED DISPOSITIVE POWER
13,533,162
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,533,162
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.3%
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
CUSIP No. 98973P101 |
Page 4 of 7
|
CUSIP No. 98973P101 |
Page 5 of 7
|
Item 5.
|
Interest in Securities of the Issuer.
|
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
|
14,930,535 | 17.9% | 50,911 | 14,879,624(1) | 50,911 | 14,879,624(1) | ||||||||||||
Intrexon Corporation
|
13,533,162 | 16.3% | — | 13,533,162 | — | 13,533,162 |
|
(1)
|
Includes 13,533,162 shares of Common Stock held by Intrexon and 1,346,462 shares of Common Stock held by Kapital Joe.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
CUSIP No. 98973P101 |
Page 6 of 7
|
Item 7.
|
Material to be Filed as Exhibits.
|
Exhibit 1
|
Joint Filing Agreement, dated as of November 9, 2012, by and between Mr. Kirk and Intrexon
|
CUSIP No. 98973P101 |
Page 7 of 7
|
/s/ Randal J. Kirk
|
|||
Randal J. Kirk
|
|||
INTREXON CORPORATION
|
|||
By:
|
/s/ Randal J. Kirk
|
||
Randal J. Kirk
|
|||
Chief Executive Officer
|
Joint Filing Agreement, dated as of November 9, 2012, by and between Mr. Kirk and Intrexon
|
/s/ Randal J. Kirk
|
|||
Randal J. Kirk
|
|||
INTREXON CORPORATION
|
|||
By:
|
/s/ Randal J. Kirk
|
||
Randal J. Kirk
|
|||
Chief Executive Officer
|