formsc13da.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  20549
SCHEDULE 13D
(Amendment No. 2)*
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
20358 Seneca Meadows Parkway
Germantown, Maryland 20876
(301) 556-9809
 
August 9, 2011
(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 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
(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
 
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
25,000
8
SHARED VOTING POWER
 
8,819,683
9
SOLE DISPOSITIVE POWER
 
25,000
10
SHARED DISPOSITIVE POWER
 
8,819,683
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,844,683
  
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.9%
  
14
TYPE OF REPORTING PERSON
IN
  

 
 
 
 
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
 
7,973,161
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
7,973,161
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,973,161
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.7%
14
TYPE OF REPORTING PERSON
CO

 
 
 
 
CUSIP No. 98973P101
Page 4 of 7
 
 
This Amendment No. 2 (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 (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 acquisition by an affiliate of Mr. Kirk of 846,522 shares of Common Stock in open market purchases.  Mr. Kirk could be deemed to have indirect beneficial ownership of the shares of Common Stock directly beneficially owned by such affiliate.

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

 
 
 
 
CUSIP No. 98973P101
Page 5 of 7
 
 
Item 3.
Source and Amount of Funds or Other Consideration.

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

Between August 5, 2011 and August 9, 2011, Kapital Joe, LLC (“Kapital Joe”), an affiliate of Mr. Kirk, utilized its working capital to purchase the 846,522 shares of Common Stock disclosed herein through open market purchases for an aggregate purchase price of approximately $4.04 million.

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 68,402,009 shares of Common Stock issued and outstanding as of July 27, 2011, based upon the number of shares disclosed by the Company as of such date in its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2011.

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
     8,844,683       12.9 %     25,000       8,819,683 (1)     25,000       8,819,683 (1)
Intrexon Corporation
     7,973,161       11.7 %     —       7,973,161       —       7,973,161  

 
(1)
Includes 7,973,161 shares of Common Stock held by Intrexon and 846,522 shares of Common Stock held by Kapital Joe.

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 5(c) of the Original Schedule 13D is hereby supplemented and amended as follows:
 
(c)          Kapital Joe made the following purchases on the open market during the past 60 days:
 
Date of Purchase
    
Purchase Price
    
Number of Shares
  
8/5/2011
     $4.65       116,112  
8/8/2011
     $4.58       444,892  
8/9/2011
     $5.13       285,518  

Other than the purchases as reported herein, the Reporting Persons have not engaged in any transactions in shares of Common Stock since the filing of Amendment No. 1 with the Securities and Exchange Commission on February 11, 2011.

 
 
 
 
CUSIP No. 98973P101
Page 6 of 7
 
 
Item 7.
Material to be Filed as Exhibits.

Exhibit 1
Joint Filing Agreement, dated as of August 16, 2011, by and between Mr. Kirk and Intrexon

 
 
 
 
CUSIP No. 98973P101
Page 7 of 7
 
 
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:  August 16, 2011


 
/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 August 16, 2011, by and between Mr. Kirk and Intrexon