SEC FORM
4
SEC Form 4
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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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| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b). |
1. Name and Address of Reporting Person*
| FRAGIN ASSET MANAGEMENT |
| 4925 ARLINGTON AVENUE |
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ZIOPHARM ONCOLOGY INC
[ ZIOP ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| X |
Director |
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10% Owner |
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Officer (give title below) |
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Other (specify below) |
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3. Date of Earliest Transaction
(Month/Day/Year)
12/12/2007
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
|---|
| 1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
Amount |
(A) or (D) |
Price |
| Common Stock, $.001 par value |
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0 |
D |
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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|---|
| 1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Director Stock Option (right to buy) |
$4.31
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|
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12/22/2014 |
Common Stock, $.001 par value |
15,029 |
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15,029 |
D |
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| Director Stock Option (right to buy) |
$5.01
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|
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04/26/2006 |
04/26/2016 |
Common Stock |
15,000 |
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15,000 |
D |
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| Director Stock Option (right to buy) |
$6.49
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|
|
|
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12/13/2016 |
Common Stock |
15,000 |
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15,000 |
D |
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| Stock Option (right to buy) |
$4.85
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|
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|
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06/18/2017 |
Common Stock |
15,000 |
|
15,000 |
D |
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| Stock Option (right to buy) |
$2.73
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12/12/2007 |
|
A |
|
20,000 |
|
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12/12/2017 |
Common Stock |
20,000 |
$0
|
20,000 |
D |
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| Explanation of Responses: |
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/s/ Alan M. Gilbert, as attorney-in-fact for Gary S. Fragin |
01/08/2008 |
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** 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
4
(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. |
POWER OF ATTORNEY
For Executing Forms 3, 4 and 5
Know all by these presents, that the undersigned hereby constitutes
and appoints Richard Bagley and Alan Gilbert, signing individually, his true
and lawful attorneys-in-fact to:
1. Execute for and on behalf of the undersigned Initial Statements
of Beneficial Ownership of Securities on Form 3, Statements of
Changes of Beneficial Ownership of Securities on Form 4 and Annual
Statements of Beneficial Ownership of Securities on Form 5, for the
purpose of reporting transactions by the undersigned in securities
issued by Ziopharm Oncology, Inc. in accordance with Section 16(a) of
the Securities Exchange Act of 1934 and the rules thereunder;
2. Do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete the
execution of any such Form 3, 4 or 5 and the timely filing thereof
with the United States Securities and Exchange Commission and any
other applicable governmental or regulatory authority; and
3. Take any other action of any type whatsoever in connection with
the foregoing which in the opinion of such attorney-in-fact, may be
of benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power
of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in his discretion.
The undersigned hereby grants to each such attorney-in-fact full
power and authority to do and perform all and every act and thing
whatsoever requisite, necessary and proper to be done in the exercise
of any of the rights and powers herein granted, as fully to all
intents and purposes as such attorney-in-fact might or could do if
personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or
his substitute or substitutes, shall lawfully do or cause to be done
by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-
in-fact, in serving in such capacity at the request of the
undersigned, are not assuming any of the undersigned's
responsibilities to comply with Section 16 of the Securities Exchange
Act of 1934.
This Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to file Forms 3, 4 and 5 with
respect to the undersigned's holdings of and transactions in
securities issued by Ziopharm Oncology, Inc., unless earlier revoked
by the undersigned in a signed writing delivered to the foregoing
attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of this 20 th day of June, 2007.
/s/ Gary S. Fragin
(signature)
_Gary S. Fragin
(print name)
528960
