U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under the
Securities Exchange Act of 1934
Ziopharm Oncology,
Inc.
(Name of
Issuer)
Common
Stock
(Title of
Class of Securities)
98973P101
(CUSIP
Number)
December
31, 2009
(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
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).
|
CUSIP
No. 98973P101
|
SCHEDULE
13G
|
Page 2
of 7 Pages
|
|
1
|
NAME OF REPORTING
PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Merlin
BioMed Private Equity Advisors, LLC (IRS No.
13-4178606)
|
|||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
x
(b)
o
|
|
||
|
3
|
SEC
USE ONLY
|
|||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
limited liability company
|
|||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
||
|
6
|
SHARED
VOTING POWER
2,419,500
|
|||
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED
DISPOSITIVE POWER
2,419,500
|
|||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,419,500
|
|||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions)
|
o | ||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.8%
|
|||
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
OO
|
|||
|
CUSIP
No. 98973P101
|
SCHEDULE
13G
|
Page 3
of 7 Pages
|
|
1
|
NAME OF REPORTING
PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Dominique
Sémon
|
|||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
x
(b)
o
|
|
||
|
3
|
SEC
USE ONLY
|
|||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Switzerland
|
|||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
||
|
6
|
SHARED
VOTING POWER
2,419,500
|
|||
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED
DISPOSITIVE POWER
2,419,500
|
|||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,419,500
|
|||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions)
|
o | ||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.8%
|
|||
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
OO
|
|||
| Item 1. |
(a)
Name of Issuer:
|
| Ziopharm Oncology, Inc. | |
| (b) Address of Issuer’s Principal Executive Offices: | |
| PO Box 5350 | |
| Princeton, New Jersey 08543-5350 |
| Item 2. |
(a)
Name of Person Filing:
|
| Merlin BioMed Private Equity Advisors, LLC | |
| Dominique Sémon | |
| (b) Address of Principal Business Office or, if none, Residence: | |
| 230 Park Avenue, Suite 928 | |
|
New
York, New York 10169
|
|
| (c) Citizenship: | |
|
Merlin
BioMed Private Equity Advisors, LLC is a Delaware Limited Liability
Company.
|
|
| Dominique Sémon is a citizen of Switzerland. | |
| (d) Title of Class of Securities: | |
| Common Stock | |
| (e) CUSIP Number: | |
|
98973P101
|
|
| Item 3. |
If
this statement is being filed pursuant to Rule 13d-1(b) or
(c),
|
| or 13d-2(b), check whether the person filing is: | |
| (a) o | Broker or dealer registered under Section 15 of the Act |
| (b) o | Bank as defined in section 3(a)(6) of the Act |
|
(c) o
|
Insurance company as defined in section 3(a)(19) of theAct |
|
|
|
|
(d) o
|
Investment company registered under section 8 of the |
| Investment Company Act of 1940 | |
|
(e) o
|
An investment
adviser in accordance with Rule
|
| 13d-1(b)(1)(ii)(E) | |
|
(f) o
|
An employee benefit plan or endowment fund in accordance |
| with Rule 13d-1(b)(1)(ii)(F) | |
|
(g) o
|
A parent holding company or control person in accordance |
| with Rule 13d-1(b)(ii)(G) | |
|
(h) o
|
A savings association as defined in Section 3(b) of
the
|
| Federal Deposit Insurance Act |
4
|
(i) o
|
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 | |
|
(j) o
|
Group, in accordance with 13d-1(b)(1)(ii)(J) |
| Item 4. | Ownership: | ||
|
(a)
|
Amount Beneficially Owned: | 2,419,500* | |
|
(b)
|
Percent of Class: | 5.8% | |
| (c) | Number of Shares as to which such person has: | ||
| (i) Sole power to vote or direct the vote: | 0 | ||
| (ii) Shared power to vote or direct the vote: | 2,419,500* | ||
| (iii) Sole power to dispose or direct the disposition of: | 0 | ||
| (iv) Shared power to dispose or direct the disposition of: | 2,419,500* | ||
| *See Attachment A |
|
Item
5.
|
Ownership
of Five Percent or Less of a Class:
|
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 o
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person: |
Various other persons
share beneficial ownership of some of the securities whose ownership is reported
on this Schedule 13G. No other such person’s interest
in such securities relates to more than five percent of the
class.
| Item 7. | Identification and Classification of the Subsidiary which Acquired the Security Being Reported on By the Parent Holding Company |
| N/A |
| Item 8. | Identification and Classification of Members of the Group |
| See Attachment B |
| Item 9. | Notice of Dissolution of Group |
| N/A |
5
| Item 10. | Certification |
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held 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.
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.
| Merlin BioMed Private Equity Advisors, LLC | |||
| By: | Dominique Sémon, as Managing Member | ||
|
|
|
/s/ Dominique Sémon | |
| Dominique Sémon | |||
| /s/ Dominique Sémon | |||
|
Dominique
Sémon
|
|||
Date: January
25, 2010
6
ATTACHMENT
A
As of December 31, 2009, Merlin BioMed
Private Equity Advisors, LLC (“Merlin”) and Dominique Sémon were the indirect
beneficial owners of 2,419,500 shares of Common Stock of Ziopharm Oncology, Inc.
(“Common Stock”) for a total beneficial ownership of 5.8% of the outstanding
shares of Common Stock. Dominique Sémon is the Managing Member of
Merlin.
ATTACHMENT
B
Dominique Sémon is the Managing Member of Merlin. Merlin and
Dominique Sémon are shown as sharing voting power and dispositive power of the
same 2,419,500 shares of Common Stock.
ATTACHMENT
C
AGREEMENT
OF JOINT FILING
In
accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as
amended, the undersigned hereby agree to the joint filing with all other persons
signatory below of a statement on Schedule 13G or any amendments thereto, with
respect to the Common Stock of Ziopharm Oncology, Inc. and that this Agreement
be included as an attachment to such filing.
This
Agreement may be executed in any number of counterparts each of which shall be
deemed to be an original and all of which together shall be deemed to constitute
one and the same Agreement.
IN
WITNESS WHEREOF, the undersigned hereby execute this Agreement on
the 25th day of January, 2010.
| Merlin BioMed Private Equity Advisors, LLC | |||
| By: | Dominique Sémon, as Managing Member | ||
|
|
|
/s/ Dominique Sémon | |
| Dominique Sémon | |||
| /s/ Dominique Sémon | |||
|
Dominique
Sémon
|
|||
7