0001140361-13-040096.txt : 20131031 0001140361-13-040096.hdr.sgml : 20131031 20131031151054 ACCESSION NUMBER: 0001140361-13-040096 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20131031 DATE AS OF CHANGE: 20131031 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ZIOPHARM ONCOLOGY INC CENTRAL INDEX KEY: 0001107421 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SPECIALTY OUTPATIENT FACILITIES, NEC [8093] IRS NUMBER: 841475642 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79364 FILM NUMBER: 131182427 BUSINESS ADDRESS: STREET 1: 1180 AVENUE OF THE AMERICA STREET 2: 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 646-214-0700 MAIL ADDRESS: STREET 1: 1180 AVENUE OF THE AMERICA STREET 2: 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: EASYWEB INC DATE OF NAME CHANGE: 20010213 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KIRK RANDAL J CENTRAL INDEX KEY: 0001091823 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 1881 GROVE AVENUE CITY: RADFORD STATE: VA ZIP: 24141 SC 13D/A 1 formsc13da.htm RANDAL KIRK SC 13D A #5 10-29-2013
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
 
Joint Filing Agreement, dated as of October 31, 2013, by and between Mr. Kirk and Intrexon
 
 
 EX-1 2 ex1.htm EXHIBIT 1
Exhibit 1
 
Joint Filing Agreement
 
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13D (including amendments thereto) with regard to the common stock of ZIOPHARM Oncology, Inc., and further agree that this Joint Filing Agreement be included as an exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this agreement as of the 31st  day of October, 2013.
 
 
/s/ Randal J. Kirk
 
Randal J. Kirk
 
 
 
 
INTREXON CORPORATION
 
 
By:
/s/ Randal J. Kirk
 
Randal J. Kirk
 
Chief Executive Officer