SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

LEBEL FRANCOIS

(Last)

(First)

(Middle)

C/O ZIOPHARM ONCOLOGY, INC., NAVY YARD

ONE FIRST AVE., BLDG #34

(Street)

BOSTON

02129

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/09/2015

3. Issuer Name and Ticker or Trading Symbol
ZIOPHARM ONCOLOGY INC [ ZIOP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President R&D

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	⁽¹⁾	03/17/2023	Common Stock	45,000	$5.71	D
Employee Stock Option (right to buy)	⁽²⁾	06/26/2023	Common Stock	110,000	$2.3	D
Employee Stock Option (right to buy)	⁽³⁾	12/30/2023	Common Stock	150,000	$4.34	D
Employee Stock Option (right to buy)	⁽⁴⁾	12/30/2024	Common Stock	175,000	$5.07	D

Explanation of Responses:

1. The option is vested with respect to 15,000 shares; the option vests with respect to the remaining 30,000 shares on 3/18/2015 and 3/18/2016.

2. The option is vested with respect to 36,667 shares; the option vests with respect to the remaining 73,333 shares on 6/27/2015 and 6/27/2016.

3. The option is vested with respect to 50,000 shares; the option vests with respect to the remaining 100,000 shares on 12/31/2015 and 12/31/2016.

4. The option vests in equal installments on each of the following dates: 12/31/2015, 12/31/2016 and 12/31/2017.

Remarks:

	/s/ Francois Lebel	02/17/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.