Sec Form 4 Filing - KIRK RANDAL J @ ZIOPHARM ONCOLOGY INC - 2015-12-31

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person KIRK RANDAL J 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 X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O THIRD SECURITY, LLC, 1881 GROVE AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2015 (Street) RADFORD, VA24141 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 12/31/2015 A 26,661 ( 1 ) A $ 0 122,309 D Common Stock 3,479,685 I by R.J. Kirk DOT ( 2 ) Common Stock 23,349 I by JPK 2008 ( 2 ) Common Stock 23,504 I by MGK 2008 ( 2 ) Common Stock 40,954 I by ZSK 2008 ( 2 ) Common Stock 240 I by Lotus ( 2 ) Common Stock 53,245 I by Staff 2001 ( 2 ) Common Stock 9,537 I by Sr. Staff ( 2 ) Common Stock 337,333 I by JPK 2009 ( 2 ) Common Stock 358,386 I by MGK 2009 ( 2 ) Common Stock 34,318 I by ZSK 2009 ( 2 ) Common Stock 29,066 I by ADC 2010 ( 2 ) Common Stock 154,181 I by MGK 2011 ( 2 ) Common Stock 138,975 I by JPK 2012 ( 2 ) Common Stock 61,262 I by Kellie L. Banks LTT ( 2 ) Common Stock 2,359,608 I by Kapital Joe ( 3 ) Common Stock 889,513 I by Mascara Kaboom ( 3 ) Common Stock 395,791 I by Senior Staff 2008 ( 3 ) Common Stock 222,680 I by Staff 2010 ( 3 ) Common Stock 111,339 I by Incentive 2010 ( 3 ) Common Stock 352,477 I by Senior Staff 2007 ( 3 ) Common Stock 176,238 I by Staff 2007 ( 3 ) Common Stock 58,746 I by Incentive 2007 ( 3 ) Common Stock 173,111 I by Staff 2009 ( 3 ) Common Stock 86,556 I by Incentive 2009 ( 3 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KIRK RANDAL J C/O THIRD SECURITY, LLC 1881 GROVE AVENUE RADFORD, VA24141 X X Signatures /s/ Randal J. Kirk 01/04/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Restrictions related to the grant of restricted stock will lapse one year from the grant date. ( 2 )Randal J. Kirk controls each of Randal J. Kirk Declaration of Trust ("R.J. Kirk DOT"), JPK 2008, LLC ("JPK 2008"), MGK 2008, LLC ("MGK 2008"), ZSK 2008, LLC ("ZSK 2008"), Lotus Capital (2000) Co., Inc. ("Lotus"), Third Security Staff 2001 LLC ("Staff 2001"), Third Security Senior Staff LLC ("Sr. Staff"), JPK 2009, LLC ("JPK 2009"), MGK 2009, LLC ("MGK 2009"), ZSK 2009, LLC ("ZSK 2009"), ADC 2010, LLC ("ADC 2010"), MGK 2011, LLC ("MGK 2011"), JPK 2012, LLC ("JPK 2012") and Kellie L. Banks (2009) Long Term Trust ("Kellie L. Banks LTT"). Shares held by these entities may be deemed to be beneficially owned (as defined under Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) by Mr. Kirk. Mr. Kirk disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein. ( 3 )Randal J. Kirk controls each of Kapital Joe, LLC ("Kapital Joe"), Mascara Kaboom, LLC ("Mascara Kaboom"), Third Security Senior Staff 2008 LLC ("Senior Staff 2008"), Third Security Staff 2010 LLC ("Staff 2010"), Third Security Incentive 2010 LLC ("Incentive 2010"), Third Security Senior Staff 2007 LLC ("Senior Staff 2007"), Third Security Staff 2007 LLC ("Staff 2007"), Third Security Incentive 2007 LLC ("Incentive 2007"), Third Security Staff 2009 LLC ("Staff 2009") and Third Security Incentive 2009 LLC ("Incentive 2009"). Shares held by these entities may be deemed to be beneficially owned (as defined under Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) by Mr. Kirk. Mr. Kirk disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.

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).

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