UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
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, 2005
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| 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. 563118207
Page 2 of 5
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
LINDSAY A. ROSENWALD, M.D.
2 Check the Appropriate Box If a Member of a Group *
a. |_|
b. |_|
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 760,310
Shares
Beneficially 6 Shared Voting Power
Owned By 563,296
Each
Reporting 7 Sole Dispositive Power
Person 760,310
With
8 Shared Dispositive Power
563,296
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,323,606
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares *
|_|
11 Percent of Class Represented By Amount in Row (9)
17.5%
12 Type of Reporting Person *
IN
* see instructions before filling out
PAGE 3 OF 5
ITEM 1(A) NAME OF ISSUER:
ZioPharm Oncology, Inc. (the "Issuer")
ITEM 1(B) ADDRESS OF THE ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
1180 Avenue of the America's
New York, NY 10019
ITEM 2(A) NAME OF PERSON FILING:
Lindsay A. Rosenwald, M.D. (the "Reporting Person").
ITEM 2(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
c/o Paramount BioCapital Investments, LLC
787 Seventh Avenue, 48th Floor
New York, NY 10036
ITEM 2(C) CITIZENSHIP:
The Reporting Person is a citizen of the United States.
ITEM 2(D) TITLE OF CLASS OF SECURITIES:
Common Stock (the "Shares").
ITEM 2(E) CUSIP NUMBER:
98973P101
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B),
OR 13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
This Item 3 is not applicable.
ITEM 4. OWNERSHIP:
ITEM 4(A) AMOUNT BENEFICIALLY OWNED:
The Reporting Person beneficially owned 1,498,087
Shares, consisting of (i) 476,678 Shares held directly
by the Reporting Person; (ii) warrants to purchase
221,011 Shares held directly by the Reporting Person;
(iii) warrants to purchase 62,621 Shares held by
Paramount Biocapital Investments, LLC, of which the
Reporting Person is managing member; and (iv) 563,296
Shares held by certain individuals and with respect to
which Dr. Rosenwald has certain call rights pursuant to
pledge agreements to secure certain obligations. Dr.
Rosenwald disclaims beneficial ownership of these
563,296 pledged Shares, except to the extent of his
pecuniary interest therein, if any.
PAGE 4 OF 5
ITEM 4(B) PERCENT OF CLASS:
See Item 11 of the cover page.
ITEM 4(C) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) Sole power to vote or direct the vote: Please see Item 5 of the cover
page.
(ii) Shared power to vote or to direct the vote Please see Item 6 of the cover
page.
(iii) Sole power to dispose or to direct the disposition of Please see Item 7 of the cover
page.
(iv) Shared power to dispose or to direct the disposition of Please see Item 8 of the cover
page.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
This Item 5 is not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON:
See Item 4 Above.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY:
This Item 7 is not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
This Item 8 is not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP:
This Item 9 is not applicable.
ITEM 10. CERTIFICATION:
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.
PAGE 5 OF 5
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.
February 10, 2006
--------------------------
Lindsay A. Rosenwald, M.D.
