CUSIP
No. 27784W203
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13D
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Page
2 of 5 Pages
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1
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NAMES
OF REPORTING PERSONS
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lindsay
A. Rosenwald, M.D.
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS*
OO
(see Item 3 below)
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEM
2(d) or 2(e)
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
1,498,087
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8
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SHARED
VOTING POW-ER
-0-
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9
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SOLE
DISPOSITIVE POWER
1,498,087
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10
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SHARED
DISPOSITIVE POWER
-0-
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,498,087
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES*
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.1%
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14
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TYPE
OF REPORTING PERSON*
IN
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Item 1. |
Security
and Issuer.
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(a) |
Common
Stock, $0.001 par value
("Shares")
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Item 2. |
Identity
and Background.
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(a) |
This
statement is filed on behalf of Lindsay A. Rosenwald, M.D. (“Dr.
Rosenwald” or, the "Reporting Person").
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(b) |
Dr.
Rosenwald’s business address is 787 Seventh Avenue, 48th Floor, New York,
New York, 10019.
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(c) |
Dr.
Rosenwald is an investment banker, venture capitalist and fund
manager for
Paramount BioCapital, Inc. and certain affiliates, each located
at 787
Seventh Avenue, 48th
Floor, New York, New York
10019.
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(d) |
Dr.
Rosenwald has not, during the five years prior to the date hereof,
been
convicted in a criminal proceeding (excluding traffic violations
or
similar misdemeanors).
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(e) |
Dr.
Rosenwald has not been, during the five years prior to the date hereof,
party to a civil proceeding of a judicial or administrative body
of
competent juris-diction, as a result of which he was or is subject
to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandat-ing activities subject to, Federal or State
securities laws or finding any violation with respect to such
laws.
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(f) |
Dr.
Rosenwald is a citizen of the United
States.
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Item 3. |
Source
and Amount of Funds or Other Consideration.
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Item 4. |
Purpose
of Transaction.
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Item 5. |
Interest
in Securities of the Issuer.
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(a) |
As
of September 22, 2005, 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) 737,777 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 737,777 pledged Shares, except to the
extent
of his pecuniary interest therein, if
any.
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(b) |
Dr.
Rosenwald has the sole power to vote or to direct the vote and to
dispose
or to direct the disposition of those Shares described in Item 5(a)
above;
provided, however, that Dr. Rosenwald does not have the right to
vote or
to dispose or to direct the disposition of the 737,777 pledged Shares
described above unless and until he exercises his call rights under
the
pledge agreements.
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(c) |
On
September 13, 2005, ZIOPHARM, Inc. merged with and into a subsidiary
of
ZIOPHARM Oncology, Inc. (f/k/a EasyWeb, Inc.). In connection with
such
merger, the Reporting Person acquired beneficial ownership of the
Shares
reported in Item 5(a) herein. Other than as set forth herein the
Reporting
Person has not engaged in any transactions in the Common Stock
of the
Issu-er during the past 60
days.
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(d) |
Not
applicable.
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(e) |
Not
applicable.
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Item 6. |
Contracts,
Arrangements, Understandings or Relationships with
respect to Securities of the Issuer
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Item 7. |
Material
to be Filed as Exhibits:
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Dated:
September
22, 2005
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By: | /s/ Lindsay A. Rosenwald, M.D. |
New York, NY |
Lindsay A. Rosenwald, M.D. |
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