UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G/A
(Amendment
No. 2)
Under
the Securities Exchange Act of 1934
ZIOPHARM
Oncology, Inc.
Common
Stock, par value $0.001 per share
(Title
of Class of Securities)
98973P101
CUSIP
Number
December
31, 2007
(Date
of
Event which Requires Filing
of
this
Statement)
Check
the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
o Rule
13d-1(b)
x Rule
13d-1(c)
o Rule
13d-1(d)
*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.
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).
Continued
on following pages
Page
1 of
5 Pages
SCHEDULE
13G
| CUSIP No. 98973P101 |
Page
2 of
5
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1
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Names
of Reporting Persons
I.R.S.
Identification Nos. of above persons (entities only)
LINDSAY
A. ROSENWALD, M.D.
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2
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Check
the Appropriate Box If a Member of a Group *
a. o
b. o
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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
UNITED
STATES
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5
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Sole
Voting Power
576,598
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6
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Shared
Voting Power
209,693
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7
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Sole
Dispositive Power
576,598
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8
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Shared
Dispositive Power
209,693
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9
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Aggregate
Amount Beneficially Owned by Each Reporting Person
786,291
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|
10
|
Check
Box If the Aggregate Amount in Row (9) Excludes Certain
Shares
*
o
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11
|
Percent
of Class Represented By Amount in Row (9)
3.6%
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12
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Type
of Reporting Person *
IN
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*
see instructions before filling out
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Page 3 of
5
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Item
1(a)
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Name
of Issuer:
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ZIOPHARM
Oncology, Inc.
(the “Issuer”)
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Item
1(b)
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Address
of the Issuer’s Principal Executive Offices:
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1180
Avenue of the Americas
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New
York, NY 10019
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Item
2(a)
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Name
of Person Filing:
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Lindsay
A. Rosenwald, M.D. (the "Reporting Person").
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Item
2(b)
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Address
of Principal Business Office or, if None,
Residence:
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c/o
Paramount BioSciences, LLC
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787
Seventh Avenue, 48th Floor
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New
York, NY 10036
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Item
2(c)
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Citizenship:
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United
States.
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Item
2(d)
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Title
of Class of Securities:
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Common
Stock (the “Shares”).
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Item
2(e)
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CUSIP
Number:
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98973P101
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Item
3.
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If
this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b)
or (c),
check whether the person filing is a:
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This
Item 3 is not applicable.
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Item
4.
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Ownership:
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Item
4(a)
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Amount
Beneficially Owned:
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As
of December 31, 2007, the Reporting Person beneficially owned 786,291
Shares, consisting of (i) warrants to purchase 513,977 Shares held
directly by the Reporting Person; (ii) warrants to purchase 62,621
Shares
held by Paramount BioSciences, LLC, of which the Reporting Person
is sole
member; and (iii) 209,693 Shares held by certain individuals and
with
respect to which the Reporting Person has certain call rights pursuant
to
pledge agreements to secure certain obligations. The Reporting
Person
disclaims beneficial ownership of these 209,693 pledged Shares,
except to
the extent of his pecuniary interest therein, if
any.
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Page 4 of
5
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Item
4(b)
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Percent
of Class:
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See
Item 11 of the cover page.
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Item
4(c)
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Number
of shares as to which such person
has:
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(i)
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Sole
power to vote or direct the vote:
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Please
see Item 5 of the cover page.
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(ii)
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Shared
power to vote or to direct the vote
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Please
see Item 6 of the cover page.
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(iii)
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Sole
power to dispose or to direct the disposition of
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Please
see Item 7 of the cover page.
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(iv)
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Shared
power to dispose or to direct the disposition of
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Please
see Item 8 of the cover page.
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Item
5.
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Ownership
of Five Percent or Less of a Class:
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| x | |
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This
Schedule 13G/A is being filed to indicate that the Reporting Person
is no
longer subject to the reporting requirements of Schedule 13G with
respect
to his beneficial ownership of Shares, as he does not hold at least
5.0%
of the Shares.
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another
Person:
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See
Item 4 Above.
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security
Being
Reported on by the Parent Holding Company:
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This
Item 7 is not applicable.
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Item
8.
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Identification
and Classification of Members of the Group:
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This
Item 8 is not applicable.
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Item
9.
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Notice
of Dissolution of Group:
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This
Item 9 is 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 such
purpose
or effect.
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Page 5 of
5
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SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, the undersigned
certifies that the information set forth in this statement is true, complete
and
correct.
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February
13, 2008
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/s/
Lindsay A. Rosenwald, M.D.
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Lindsay A. Rosenwald, M.D. |
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