0001140361-17-044516.txt : 20171130 0001140361-17-044516.hdr.sgml : 20171130 20171130195934 ACCESSION NUMBER: 0001140361-17-044516 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20171130 FILED AS OF DATE: 20171130 DATE AS OF CHANGE: 20171130 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KIRK RANDAL J CENTRAL INDEX KEY: 0001091823 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33038 FILM NUMBER: 171232421 MAIL ADDRESS: STREET 1: 1881 GROVE AVENUE CITY: RADFORD STATE: VA ZIP: 24141 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: INTREXON CORP CENTRAL INDEX KEY: 0001356090 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33038 FILM NUMBER: 171232420 BUSINESS ADDRESS: STREET 1: 1750 KRAFT DRIVE STREET 2: SUITE 1400 CITY: BLACKSBURG STATE: VA ZIP: 24060 BUSINESS PHONE: 301-556-9809 MAIL ADDRESS: STREET 1: 1750 KRAFT DRIVE STREET 2: SUITE 1400 CITY: BLACKSBURG STATE: VA ZIP: 24060 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ZIOPHARM ONCOLOGY INC CENTRAL INDEX KEY: 0001107421 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 841475642 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE FIRST AVENUE STREET 2: PARRIS BUILDING 34, NAVY YARD PLAZA CITY: BOSTON STATE: MA ZIP: 02129 BUSINESS PHONE: 617-259-1970 MAIL ADDRESS: STREET 1: ONE FIRST AVENUE STREET 2: PARRIS BUILDING 34, NAVY YARD PLAZA CITY: BOSTON STATE: MA ZIP: 02129 FORMER COMPANY: FORMER CONFORMED NAME: EASYWEB INC DATE OF NAME CHANGE: 20010213 4 1 doc1.xml FORM 4 X0306 4 2017-11-30 0 0001107421 ZIOPHARM ONCOLOGY INC ZIOP 0001091823 KIRK RANDAL J C/O THIRD SECURITY, LLC 1881 GROVE AVENUE RADFORD VA 24141 1 0 0 0 0001356090 INTREXON CORP C/O LEGAL DEPARTMENT 20374 SENECA MEADOWS PARKWAY GERMANTOWN MD 20876 0 0 1 0 Series 1 Preferred Stock 2017-11-30 4 J 0 1172 A Common Stock 118460 I by Intrexon Each share of Series 1 Preferred Stock ("Preferred Stock") has a stated value of $1,200, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other recapitalization with respect to the shares of Preferred Stock. The shares of Preferred Stock shall automatically convert into shares of the issuer's common stock upon the date of commercialization of a product pursuant to the collaboration between Intrexon Corporation ("Intrexon") and the issuer, subject to conversion limitations set forth in the Securities Issuance Agreement entered into between the issuer and Intrexon on June 29, 2016 (the "Issuance Agreement"). The conversion price in connection with such automatic conversion shall be determined as set forth in the Amended and Restated Certificate of Designation, Preferences and Rights of Series 1 Preferred Stock, which the issuer has filed as an exhibit to its Amendment to Current Report on Form 8-K/A, dated July 1, 2016. Intrexon received the shares of Preferred Stock as payment-in-kind dividends in connection with its ownership of shares of Preferred Stock. The holders of Preferred Stock are entitled to receive a monthly dividend payable in additional shares of Preferred Stock equal to $12.00 per share of Preferred Stock per month (subject to adjustment), divided by the stated value of $1,200, rounded down to the nearest whole share. Randal J. Kirk, directly and through certain affiliates, is the largest shareholder of Intrexon and serves as Intrexon's Chairman of the Board and Chief Executive Officer. Mr. Kirk may therefore be deemed to have voting and dispositive power over the shares of the issuer owned by Intrexon. Shares held by Intrexon may be deemed to be indirectly beneficially owned (as defined under Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) by Mr. Kirk. Mr. Kirk disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein. /s/ Randal J. Kirk 2017-11-30 /s/ Randal J. Kirk, CEO of Intrexon Corporation 2017-11-30