SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Postma Robert W

(Last)

(First)

(Middle)

C/O ZIOPHARM ONCOLOGY, INC.

ONE FIRST AVENUE, PARRIS BLDG 34

(Street)

BOSTON

02129

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/05/2021

3. Issuer Name and Ticker or Trading Symbol
ZIOPHARM ONCOLOGY INC [ ZIOP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,178,862⁽¹⁾⁽²⁾	D
Common Stock	4,195,508	I	See footnote⁽³⁾
Common Stock	3,574	I	By Spouse?s IRA

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrant (right to buy)⁽¹⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	946,970	⁽⁴⁾	D

Explanation of Responses:

1. The Reporting Person purchased 946,970 units of the Issuer (the "Units") for $2.64 per Unit in a private placement transaction with the Issuer. Each Unit consists of one share of common stock and a warrant to acquire one share of common stock.

2. Includes 946,970 shares of common stock underlying the Units.

3. The shares are directly held by WaterMill Asset Management Corp. ("WaterMill"). The Reporting Person serves as the principal of WaterMill.

4. Each warrant entitles the holder thereof to purchase one share of common stock at an exercise price of $3.01 per share, subject to adjustment. The warrants became exercisable on May 13, 2019, and will expire on November 13, 2023.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	/s/ Robert Hadfield, Attorney-in-Fact	03/22/2021
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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