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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 Number:			3235-0287
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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 GARY S

(Last)

(First)

(Middle)

FRAGIN ASSET MANAGEMENT

4925 ARLINGTON AVENUE

(Street)

RIVERDALE

10471

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ZIOPHARM ONCOLOGY INC [ ZIOP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/23/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $.001 par value	09/23/2009		A⁽⁶⁾		30,000	A	$0	45,000	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Director Stock Option (right to buy)	$4.31							⁽¹⁾	12/22/2014	Common Stock, $.001 par value	15,029		15,029	D
Director Stock Option (right to buy)	$5.01							04/26/2006	04/26/2016	Common Stock	15,000		15,000	D
Director Stock Option (right to buy)	$6.49							⁽²⁾	12/13/2016	Common Stock	15,000		15,000	D
Stock Option (right to buy)	$4.85							⁽³⁾	06/18/2017	Common Stock	15,000		15,000	D
Stock Option (right to buy)	$2.73							⁽⁴⁾	12/12/2017	Common Stock	20,000		20,000	D
Stock Option (right to buy)	$0.7							⁽⁵⁾	05/13/2019	Common Stock	15,000		15,000	D

Explanation of Responses:

1. 7,515 shares vest on 12/22/05 and 7,514 shares vest on 12/22/06.

2. 5,000 shares vest on each of 12/13/07, 12/13/08 and 12/13/09.

3. 5,000 shares vest on each of 6/18/08, 6/18/09 and 6/18/10.

4. 6,667 shares vest on each of 12/12/08 and 12/12/09; 6,666 shares vest on 12/12/10.

5. 5,000 shares vest on each of 12/31/2009, 6/30/2010 and 12/31/2010.

6. Grant of restricted stock; restrictions lapse on 9/23/2010.

	/s/ Richard E. Bagley, as attorney-in-fact for Gary S. Fragin	09/24/2009
	** 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 Jonathan Lewis and Richard E. Bagley, 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  25th  day of June, 2009.

			/s/ Gary S. Fragin
			(signature)

			_Gary S. Fragin __
    			(print name)