Ziopharm Oncology, Inc.
|
(Name of Issuer)
|
Common Stock, $.001 par value per share
|
(Title of Class of Securities)
|
98973P101
|
(CUSIP Number)
|
November 11, 2018
|
(Date of Event Which Requires Filing of this Statement)
|
☐
|
Rule 13d-1(b)
|
☒
|
Rule 13d-1(c)
|
☐
|
Rule 13d-1(d)
|
CUSIP No: 98973P101
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
MSD Partners, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
||||
(a) ☐
|
|||||
(b) ☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
-0-
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
10,986,258
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
10,986,258
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
10,986,258
|
|
|
|||
|
|
||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
6.8%1
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
CUSIP No: 98973P101
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
MSD Credit Opportunity Master Fund, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
||||
(a) ☐
|
|||||
(b) ☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
-0-
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
10,986,258
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
10,986,258
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
10,986,258
|
|
|
|||
|
|
||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
6.8%1
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
CUSIP No: 98973P101
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
John and Amy Phelan Family Foundation
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
||||
(a) ☐
|
|||||
(b) ☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
-0-
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
18,838
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
18,838
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
18,838
|
|
|
|||
|
|
||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0.01%1
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
CUSIP No: 98973P101
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Fuhrman Family Foundation
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
||||
(a) ☐
|
|||||
(b) ☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
-0-
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
11,137
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
11,137
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
11,137
|
|
|
|||
|
|
||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0.01%1
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
CUSIP No: 98973P101
|
Item 1(a)
|
Name of Issuer:
|
Item 1(b)
|
Address of Issuer’s Principal Executive Offices:
|
Item 2(a)
|
Name of Person Filing:
|
Item 2(b)
|
Address of Principal Business Office or, if none, Residence:
|
Item 2(c)
|
Citizenship:
|
Item 2(d)
|
Title of Class of Securities:
|
Item 2(e)
|
CUSIP No.:
|
Item 3
|
If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b), check whether the person filing is a:
|
Item 4
|
Ownership:
|
A.
|
MSD Partners, L.P.
|
(a)
|
Amount beneficially owned: 10,986,258
|
(b)
|
Percent of class: 6.8%2
|
(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: 10,986,258
|
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
(iv)
|
Shared power to dispose or direct the disposition: 10,986,258
|
B.
|
MSD Credit Opportunity Master Fund, L.P.
|
(a)
|
Amount beneficially owned: 10,986,258
|
(b)
|
Percent of class: 6.8%2
|
(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: 10,986,258
|
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
(iv)
|
Shared power to dispose or direct the disposition: 10,986,258
|
C.
|
John and Amy Phelan Family Foundation
|
(a)
|
Amount beneficially owned: 18,838
|
(b)
|
Percent of class: 0.01%2
|
(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: 18,838
|
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
(iv)
|
Shared power to dispose or direct the disposition: 18,838
|
D.
|
Fuhrman Family Foundation
|
(a)
|
Amount beneficially owned: 11,137
|
(b)
|
Percent of class: 0.01%2
|
(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: 11,137
|
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
(iv)
|
Shared power to dispose or direct the disposition: 11,137
|
E.
|
MSD Partners (GP), LLC
|
(a)
|
Amount beneficially owned: 10,986,258
|
(b)
|
Percent of class: 6.8%2
|
(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: 10,986,258
|
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
(iv)
|
Shared power to dispose or direct the disposition: 10,986,258
|
F.
|
Glenn R. Fuhrman
|
(a)
|
Amount beneficially owned: 10,997,395
|
(b)
|
Percent of class: 6.8%2
|
(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: 10,997,395
|
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
(iv)
|
Shared power to dispose or direct the disposition: 10,997,395
|
G.
|
John C. Phelan
|
(a)
|
Amount beneficially owned: 11,005,096
|
(b)
|
Percent of class: 6.8%2
|
(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: 11,005,096
|
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
(iv)
|
Shared power to dispose or direct the disposition: 11,005,096
|
H.
|
Marc R. Lisker
|
(a)
|
Amount beneficially owned: 10,986,258
|
(b)
|
Percent of class: 6.8%2
|
(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: 10,986,258
|
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
(iv)
|
Shared power to dispose or direct the disposition: 10,986,258
|
Item 5
|
Ownership of Five Percent or Less of a Class:
|
Item 6
|
Ownership of More Than Five Percent on Behalf of Another Person:
|
Item 7
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding
Company or Control Person:
|
Item 8
|
Identification and Classification of Members of the Group:
|
Item 9
|
Notice of Dissolution of Group:
|
Item 10
|
Certification:
|
MSD Partners, L.P.
|
John and Amy Phelan Family Foundation
|
|||||
By:
|
MSD Partners (GP), LLC
|
By:
|
/s/ John C. Phelan
|
|||
Its:
|
General Partner
|
Its:
|
Member
|
|||
By:
|
/s/ Marc R. Lisker
|
|||||
Name:
|
Marc R. Lisker
|
Fuhrman Family Foundation
|
||||
Title:
|
Manager
|
|||||
By:
|
/s/ Glenn R. Fuhrman
|
|||||
Its:
|
Member
|
|||||
MSD Credit Opportunity Fund, L.P.
|
||||||
By:
|
MSD Partners, L.P.
|
|||||
Its:
|
Investment Adviser
|
|||||
By:
|
MSD Partners (GP), LLC
|
|||||
Its:
|
General Partner
|
|||||
Title:
|
Manager
|
|||||
By:
|
/s/ Marc R. Lisker
|
|||||
Name:
|
Marc R. Lisker
|
|||||
Title:
|
Manager
|
Exhibit
|
Description of Exhibit
|
|
Joint Filing Agreement dated November 21, 2018.
|
MSD Partners, L.P.
|
John and Amy Phelan Family Foundation
|
|||||
By:
|
MSD Partners (GP), LLC
|
By:
|
/s/ John C. Phelan
|
|||
Its:
|
General Partner
|
Its:
|
Member
|
|||
By:
|
/s/ Marc R. Lisker
|
|||||
Name:
|
Marc R. Lisker
|
Fuhrman Family Foundation
|
||||
Title:
|
Manager
|
|||||
By:
|
/s/ Glenn R. Fuhrman
|
|||||
Its:
|
Member
|
|||||
MSD Credit Opportunity Fund, L.P.
|
||||||
By:
|
MSD Partners, L.P.
|
|||||
Its:
|
Investment Adviser
|
|||||
By:
|
MSD Partners (GP), LLC
|
|||||
Its:
|
General Partner
|
|||||
Title:
|
Manager
|
|||||
By:
|
/s/ Marc R. Lisker
|
|||||
Name:
|
Marc R. Lisker
|
|||||
Title:
|
Manager
|