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