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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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^*

LEWIS JONATHAN

(Last)

(First)

(Middle)

1180 AVENUE OF THE AMERICAS, 19TH FLOOR

(Street)

NEW YORK

10036

(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
X	Officer (give title below)	Other (specify below)
	CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/03/2009

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								450	I	By Children⁽⁵⁾
Common Stock, $.001 par value	12/03/2009		F⁽⁶⁾		47,625	D	$3.66	507,375	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)
Stock Option (right to buy)	$0.08							01/08/2007	01/08/2014	Common Stock	25,674		25,674	D
Stock Option (right to buy)	$0.08							01/27/2007	01/27/2014	Common Stock	242,979		242,979	D
Stock Option (right to buy)	$4.31							01/27/2007	06/08/2015	Common Stock	87,789		87,789	D
Stock Option (right to buy)	$4.31							01/27/2007	09/13/2015	Common Stock	54,161		54,161	D
Stock Option (right to buy)	$5.01							04/26/2006	04/26/2016	Common Stock	139,315		139,315	D
Stock Option (right to buy)	$5.01							04/26/2006	04/26/2016	Common Stock	75,000		75,000	D
Stock Option (right to buy)	$6.49							⁽¹⁾	12/13/2016	Common Stock	30,000		30,000	D
Stock Option (right to buy)	$4.85							⁽²⁾	06/18/2017	Common Stock	35,000		35,000	D
Stock Option (right to buy)	$2.73							⁽³⁾	12/12/2017	Common Stock	100,000		100,000	D
Stock Option (right to buy)	$0.7							⁽⁴⁾	05/13/2019	Common Stock	100,000		100,000	D

Explanation of Responses:

1. 10,000 shares vest on each of 12/13/07, 12/13/08 and 12/13/09.

2. 11,667 shares vest on each of 6/18/08 and 6/18/09; 11,666 shares vest on 6/18/10.

3. 33,334 shares vest on 12/12/08; 33,333 shares vest on each of 12/12/09 and 12/12/10.

4. 25,000 shares vest immediately, 25,000 shares vest on each of 8/13/2009, 11/13/2009 and 2/13/2010.

5. By the Reporting Person as custodian for his minor children under the Connecticut Uniform Gifts to Minors Act.

6. Disposition represents shares forfeited to satisfy withholding tax obligations upon the vesting of a restricted stock grant.

	/s/ Jonathan Lewis	12/07/2009
	** 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).
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