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OMB
APPROVAL
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OMB
Number: 3235-0145
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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Expires: February
28, 2009
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Estimated
average burden
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hours
per response............ 10.4
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SCHEDULE
13G
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Under
the Securities Exchange Act of 1934
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Ziopharm
Oncology Inc.
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(Name
of Issuer)
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USD
NPV
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(Title
of
Class of Securities)
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98973P101
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(CUSIP
Number)
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November
7, 2006
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(Date
of Event Which Requires Filing of this Statement)
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Check
the appropriate box to designate the rule pursuant to which this
Schedule
is filed:
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o Rule
13d-1(b)
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ý Rule
13d-1(c)
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o Rule
13d-1(d)
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*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 the disclosures provided in a prior cover
page.
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The
information required in 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).
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 control
number.
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1
of 9 pages
CUSIP
No.
98973P101
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1.
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Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
Henderson
Group plc
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2.
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Check the Appropriate Box if a Member of a
Group (See
Instructions)
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(a)
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(b)
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
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United Kingdom |
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With:
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5. Sole
Voting Power
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6. Shared
Voting Power
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777,550
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7. Sole
Dispositive Power
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8. Shared
Dispositive Power
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777,550
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9.
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Aggregate Amount Beneficially Owned by Each Reporting
Person
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777,550 |
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10.
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Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)
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o |
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11.
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Percent of Class Represented by Amount in Row
(9)
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5.09% |
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12.
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Type
of Reporting Person (See
Instructions)
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HC
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2
of 9 pages
CUSIP
No.
98973P101
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1.
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Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
Henderson
Global Investors (Holdings) plc
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2.
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Check the Appropriate Box if a Member of
a Group (See
Instructions)
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(a)
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(b)
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
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United Kingdom |
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With:
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5. Sole
Voting Power
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6. Shared
Voting Power
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777,550
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7. Sole
Dispositive Power
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8. Shared
Dispositive Power
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777,550
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9.
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Aggregate Amount Beneficially Owned by Each
Reporting
Person
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777,550 |
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10.
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Check if the Aggregate Amount in Row (9)
Excludes
Certain Shares (See Instructions)
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o |
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11.
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Percent of Class Represented by Amount in
Row
(9)
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5.09% |
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12.
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Type
of Reporting Person (See
Instructions)
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HC
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3 of 9
pages
CUSIP
No.
98973P101
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1.
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Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
Henderson
Global Investors Limited
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2.
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Check the Appropriate Box if a Member of
a Group (See
Instructions)
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(a)
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(b)
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
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United Kingdom |
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With:
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5. Sole
Voting Power
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6. Shared
Voting Power
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777,550
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7. Sole
Dispositive Power
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8. Shared
Dispositive Power
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777,550
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9.
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Aggregate Amount Beneficially Owned by Each
Reporting
Person
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777,550 |
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10.
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Check if the Aggregate Amount in Row (9)
Excludes
Certain Shares (See Instructions)
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o |
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11.
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Percent of Class Represented by Amount in
Row
(9)
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5.09% |
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12.
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Type
of Reporting Person (See
Instructions)
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IA
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4 of 9
pages
| Item 1. |
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(a)
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Name
of Issuer Ziopharm
Oncology Inc.
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(b)
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Address
of Issuer’s Principal Executive Offices197
Eighth Street, Suite 300, Charlestown, MA 02129
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| Item 2. |
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(a)
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Name
of Person Filing Henderson
Group plc, Henderson Global Investors (Holdings) plc, Henderson
Global
Investors Limited
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(b)
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Address
of Principal Business Office or, if none, Residence 4
Broadgate, London EC2M 2DA
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(c)
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Citizenship
United
Kingdom
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(d)
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Title
of Class of Securities USD
NPV
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(e)
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CUSIP
Number 98973P101
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| Item 3. |
If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is a:
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(a)
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o) |
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(b)
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o
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Bank as defined in
section
3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
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(e)
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An investment adviser
in
accordance with §240.13d-1(b)(1)(ii)(E).
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(f)
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o
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). |
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(g)
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). |
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(h)
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). |
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(i)
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). |
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(j)
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Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
| Item 4. |
Ownership.
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The
information in Items 1 and 5 through 11 on the cover pages of this Schedule
13G
is incorporated herein by reference.
Henderson
Global Investors (Holdings) plc (“Henderson Holdings”), a wholly-owned
subsidiary of Henderson Group plc (“Henderson Group”), wholly owns Henderson
Fund Management Plc, Henderson Investment Management Limited and Henderson
Global Investors Limited (together, the “Managers”), each of whom may be deemed
to be the beneficial owner of 699,798 Common USD NPV and 77,752 Warrants
(Exp
30/11/11), of Ziopharm Oncology (the “Company”) as a result of acting as
investment manager to various investment companies (the “Funds”). Henderson
Group, through its control of Henderson Holdings, and Henderson Holdings,
through its control of the Managers, have shared power to vote and dispose
of
the Company’s shares held by the Funds.
| Item 5. |
Ownership
of Five Percent or Less of a Class.
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If
this statement is being filed to report the fact that as of the
date
hereof the reporting person has ceased to be the beneficial owner
of more
than five percent of the class of securities, check the following
¨.
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5 of 9
pages
| Item 6. |
Ownership
of More than Five Percent on Behalf of Another Person.
The
Funds have the right to receive or the power to direct the receipt
of
dividends from, or the proceeds from the sale of the Company’s securities.
None of the Funds had an interest in the Company’s securities that
amounted to more than 5% of the total number of the Company’s outstanding
securities.
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| Item 7. |
Identification
and Classification of the Subsidiary Which Acquired the Security
Being
Reported on By the Parent Holding Company.
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See
Item 4 above.
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| Item 8. |
Identification
and Classification of Members of the Group.
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Not
Applicable.
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| Item 9. |
Notice
of Dissolution of Group.
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Not
Applicable.
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Item 10.
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Certification.
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By
signing below I certify that, to the best of my knowledge and belief,
the
securities referred to above were not acquired and are not held
for the
purpose of or with the effect of changing or influencing the control
of
the issuer of the securities and were not acquired and are not
held in
connection with or as a participant in any transaction having that
purpose
or effect.
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6 of 9
pages
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
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HENDERSON
GROUP PLC |
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Dated:
26
February 2007
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/s/Brian
Rowe
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Signature
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Brian
Rowe / Global Head of Compliance
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Name/Title
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HENDERSON
GLOBAL INVESTORS (HOLDINGS) PLC
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Dated:
26
February 2007
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/s/Brian
Rowe
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Signature
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Brian
Rowe / Global Head of Compliance
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Name/Title
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HENDERSON
GLOBAL INVESTORS LIMITED
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Dated:
26
February 2007
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/s/Brian
Rowe
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Signature
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Brian
Rowe / Global Head of Compliance
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Name/Title
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7 of 9
pages
INDEX
TO EXHIBITS
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Exhibit
No.
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Exhibit
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99.1
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Joint
Filing Agreement dated February 27, 2007, by and among Henderson
Group
plc, Henderson Global Investors (Holdings) plc and Henderson
Global
Investors Limited.
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AGREEMENT
REGARDING JOINT FILING
The
undersigned, Henderson Group plc, Henderson Global Investors (Holdings) plc
and
Henderson Global Investors Limited, hereby agree and acknowledge that the
statement containing the information required by Schedule 13G, to which this
Agreement is attached as an exhibit, is filed on behalf of each of them.
The
undersigned further agree that any amendments or supplements thereto shall
also
be filed on behalf of each of them.
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HENDERSON
GROUP PLC
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| Date: February 27, 2007 | By: | /s/ Brian Rowe |
| Name: |
Brian
Rowe
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| Title: |
Global
Head of Compliance
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HENDERSON
GLOBAL INVESTORS (HOLDINGS) PLC
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| Date: February 27, 2007 | By: | /s/ Brian Rowe |
| Name: |
Brian
Rowe
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| Title: |
Global
Head of Compliance
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HENDERSON
GLOBAL INVESTORS LIMITED
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| Date: February 27, 2007 | By: | /s/ Brian Rowe |
| Name: |
Brian
Rowe
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| Title: |
Global
Head of Compliance
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