Sec Form 13G Filing - WHITE ROCK CAPITAL MANAGEMENT LP filing for ALAUNOS THERAPEUTICS INC N (TCRT) - 2020-11-18

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 3)

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Continued on the following page(s)
Page 1 of 11 Pages

Amendment No. 3 to Schedule 13G

Explanatory Note:

This Amendment No. 3 (this “Amendment”) amends the statement on Schedule 13G originally filed on November 28, 2018 by the Reporting Persons.   Since January 30, 2020, the date the Reporting Persons filed Amendment No. 2 to the Schedule 13G, the Issuer has issued additional shares of its Common Stock in a financing transaction.  Primarily as a result of such issuance, and in combination with certain transactions effected by the Reporting Persons since January 30, 2020, the Reporting Persons have ceased to beneficially own more than five percent of the outstanding shares of Common Stock of the Issuer based on the number of outstanding shares of Common Stock reported on the Issuer’s Form 10-Q for the quarter ended September 30, 2020 and filed on November 5, 2020.   As a result, this Amendment is being filed to disclose the Reporting Persons’ beneficial ownership as of the filing date of this Amendment and that the Reporting Persons have ceased to be the beneficial owner of more than five percent of the outstanding shares of Common Stock of the Issuer. This Amendment is the final amendment to the Schedule 13G and constitutes an exit filing for the Reporting Persons.

Item 1(a)                                             Name of Issuer:

ZIOPHARM Oncology, Inc. (the “Issuer”).

Item 1(b)                                             Address of the Issuer’s Principal Executive Offices:

One First Avenue, Parris Building 34, Navy Yard Plaza
Boston, MA 02129

Item 2(a)                                             Name of Person Filing:

This statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

(i)                                     White Rock Capital Management, L.P., a Texas limited partnership (“White Rock Management”),

(ii)                                  White Rock Capital Partners, L.P., a Texas limited partnership (“White Rock Partners”),

(iii)                               White Rock Capital (TX), Inc., a Texas corporation (“White Rock, Inc.”),

(iv)                              Thomas U. Barton, and

(v)                                 Joseph U. Barton.

This statement relates to shares of common stock, par value $ 0.001 per share (the “Shares”), of the Issuer held for the account of White Rock Partners. White Rock Management may be deemed to exercise voting and/or dispositive power over the Shares held for the account of White Rock Partners.  The general partner of White Rock Partners is White Rock Management, the general partner of which is White Rock, Inc. Thomas U. Barton and Joseph U. Barton are the shareholders of White Rock, Inc. In such capacities, each of Thomas U. Barton and Joseph U. Barton may be deemed to be the beneficial owner of the Shares held for the account of White Rock Partners.

Item 2(b)                                             Address of Principal Business Office or, if None, Residence:

The address and principal business office of each of White Rock Management, White Rock, Inc., White Rock Partners, Thomas U. Barton and Joseph U. Barton is 3131 Turtle Creek Boulevard, Suite 800, Dallas, Texas 75219.

Item 2(c)                                              Citizenship:

(i)                                     White Rock Management is a Texas limited partnership;

(ii)                                  White Rock Partners is a Texas limited partnership;

(iii)                               White Rock, Inc. is a Texas corporation;

(iv)                              Thomas U. Barton is a United States citizen; and

(v)                                 Joseph U. Barton is a United States citizen.

Item 2(d)                                             Title of Class of Securities:

Common Stock, $0.001 par value per share.

Item 2(e)                                              CUSIP Number:

98973P101

Item 3.                                                         If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

This Item 3 is not applicable.

Item 4.                                                         Ownership:

Item 4(a)                                             Amount Beneficially Owned:

As of November 5, 2020, each of the Reporting Persons may be deemed to be the beneficial owner of the following number of Shares:

(i)                                     Each of White Rock Management, White Rock Partners and White Rock, Inc., may be deemed the beneficial owner of 9,627,879 Shares.

(ii)                                  Thomas U. Barton may be deemed the beneficial owner of 9,863,8348 Shares.

(iii)                               Joseph U. Barton may be deemed the beneficial owner of 9,658,501 Shares.

Item 4(b)                                             Percent of Class:

The number of Shares of which each of White Rock Management, White Rock, Inc., White Rock Partners and Messrs. Barton may be deemed to be the beneficial owner constitutes approximately 4.5% of the total number of Shares outstanding based upon (i) the 214,291,057 shares of the Issuer’s common stock outstanding as of October 29, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 5, 2020, and (ii) the 3,787,879 shares of Common Stock issuable upon the exercise of warrants beneficially owned by the Reporting Persons.

Item 4(c)                                      &#x A0;       Number of shares as to which the person has:

White Rock Management

Item 5.                                                         Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following x

Item 6.                                                         Ownership of More than Five Percent on Behalf of Another Person:

This Item 6 is not applicable.

Item 7.                                                         Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:

This Item 7 is not applicable.

Item 8.                                                         Identification and Classification of Members of the Group:

This Item 8 is not applicable.

Item 9.                                                         Notice of Dissolution of Group:

This Item 9 is not applicable.

Item 10.                                                  Certification:

By signing below each signatory certifies that, to the best of his/its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.