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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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(Amendment No.
1)*
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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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December
31, 2008
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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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ý Rule
13d-1(b)
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o
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
7
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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o
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(b)
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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
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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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1,198,757
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7. Sole
Dispositive Power
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8. Shared
Dispositive Power
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1,198,757
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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1,198,757 |
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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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11.
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Percent of
Class Represented by Amount in Row (9)
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5.61% |
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12.
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Type
of Reporting Person (See Instructions)
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FI
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2
of 7
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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o
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(b)
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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
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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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1,198,757
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7. Sole
Dispositive Power
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8. Shared
Dispositive Power
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1,198,757
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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1,198,757 |
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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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11.
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Percent of
Class Represented by Amount in Row (9)
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5.61% |
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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 7
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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o
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(b)
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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
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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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1,198,757
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7. Sole
Dispositive Power
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8. Shared
Dispositive Power
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1,198,757
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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1,198,757 |
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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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11.
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Percent of
Class Represented by Amount in Row (9)
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5.61% |
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12.
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Type
of Reporting Person (See Instructions)
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HC
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4
of 7
| Item 1. |
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(a)
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Name
of Issuer
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Ziopharm
Oncology Inc.
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(b)<
/font>
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Address
of Issuer’s Principal Executive Offices
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197
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
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Henderson
Global Investors Limited, Henderson Group plc, Henderson Global Investors
(Holdings) plc
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(b)
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Address
of Principal Business Office or, if none, Residence
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201 Bishopsgate,
London EC2M 3AE, United
Kingdom
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(c)
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Citizenship
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United
Kingdom
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(d)
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Title
of Class of Securities
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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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o
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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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o
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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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o
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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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o
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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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o
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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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o
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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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o
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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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¨
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A
non-U.S. institution, in accordance with
§240.13d-1(b)(1)(ii)(J).
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(k)
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ý
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Group, in accordance with §240.13d-1(b)(1)(ii)(K). |
If
filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J),
please specify the type of institution: ___________.
| Item 4. |
Ownership.
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The
information in Items 5 - 9 and 11 on the cover page 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 1,096,124 Common USD NPV and 102,633 Warrants (Exp
30/11/11 and 30/11/10), 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.
5
of 7
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Item
5.
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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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Item
6.
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Ownership
of More than Five Percent on Behalf of Another
Person.
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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.
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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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See
Item 4 above.
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Item
8.
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Identification
and Classification of Members of the
Group.
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Not
Applicable.
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Item
9.
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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 acquired in the ordinary course of business
and 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.
By
signing below I certify that, to the best of my knowledge and belief, the
foreign regulatory scheme applicable to investment
advisers is substantially comparable to the regulatory scheme applicable
to the functionally equivalent U.S. institution. I also undertake to
furnish the Commission staff, upon request, information that would otherwise be
disclosed in a Schedule 13D.
6
of 7
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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13
February 2009
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Date
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HENDERSON
GLOBAL INVESTORS LIMITED
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/s/
Philip Woolliscroft
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Signature
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Philip
Woolliscroft / Head of Asset Management
Compliance
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Name/Title
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13
February 2009
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Date
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HENDERSON
GROUP PLC
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/s/
Philip Woolliscroft
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Signature
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Philip
Woolliscroft / Head of Asset Management
Compliance
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Name/Title
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13
February 2009
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Date
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HENDERSON
GLOBAL INVESTORS (HOLDINGS) PLC
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/s/
Philip Woolliscroft
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Signature
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Philip
Woolliscroft / Head of Asset Management
Compliance
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Name/Title
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