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Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Sabby Healthcare Master Fund, Ltd | 0 | 14,977,782 | 0 | 14,977,782 | 14,977,782 | 6.63% |
| Sabby Volatility Warrant Master Fund, Ltd | 0 | 7,575,877 | 0 | 7,575,877 | 7,575,877 | 3.36% |
| Sabby Management | 0 | 22,553,659 | 0 | 22,553,659 | 22,553,659 | 9.99% |
| Hal Mintz | 0 | 22,553,659 | 0 | 22,553,659 | 22,553,659 | 9.99% |
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Page 1 of 9 – SEC Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.)*
Northwest Biotherapeutics, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
6673P600
(CUSIP Number)
May 31, 2017
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
__________
*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).
?
CUSIP No.
6673P600
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Page 2 of 9 – SEC Filing
NAME OF REPORTING PERSONSSabby Healthcare Master Fund, Ltd.2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
3.
SEC USE ONLY4.
CITIZENSHIP OR PLACE OF ORGANIZATIONCayman IslandsNUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
SOLE VOTING POWER06.
SHARED VOTING POWER 14,977,7827.
SOLE DISPOSITIVE POWER08.
SHARED DISPOSITIVE POWER 14,977,7829.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,977,78210.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
[_]11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)6.6312.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO?
CUSIP No.
6673P6001.
NAME OF REPORTING PERSONSSabby Volatility Warrant Master Fund, Ltd.2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
3.
SEC USE ONLY4.
CITIZENSHIP OR PLACE OF ORGANIZATIONCayman IslandsNUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
SOLE VOTING POWER
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SHARED VOTING POWER 7,575,8777.
SOLE DISPOSITIVE POWER08.
SHARED DISPOSITIVE POWER 7,575,8779.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,575,87710.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
[_]11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)3.3612.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO?
CUSIP No.
6673P6001.
NAME OF REPORTING PERSONSSabby Management, LLC2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
3.
SEC USE ONLY4.
CITIZENSHIP OR PLACE OF ORGANIZATIONDelaware, USANUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
SOLE VOTING POWER06.
SHARED VOTING POWER 22,553,6597.
SOLE DISPOSITIVE POWER08.
SHARED DISPOSITIVE POWER 22,553,6599.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,553,65910.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
[_]11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
CUSIP No.
6673P6001.
NAME OF REPORTING PERSONSHal Mintz2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
3.
SEC USE ONLY4.
CITIZENSHIP OR PLACE OF ORGANIZATIONUSANUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
SOLE VOTING POWER06.
SHARED VOTING POWER 22,553,6597.
SOLE DISPOSITIVE POWER08.
SHARED DISPOSITIVE POWER 22,553,6599.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,553,65910.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
[_]11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)9.9912.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN?
CUSIP No.
6673P600
Item 1.
(a).
Name of Issuer:Northwest Biotherapeutics, Inc.
(b).
Address of issuer’s principal executive offices:4800 Montgomery Lane, Suite 800
Bethesda, Maryland 20814
Item 2.
(a).
Name of person filing:Sabby Healthcare Master Fund, Ltd.
Sabby Volatility Warrant Master Fund, Ltd.
Sabby Management, LLC
Hal Mintz
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Page 5 of 9 – SEC Filing
c/o Ogier Fiduciary Services (Cayman) Limited
89 Nexus Way, Camana Bay
Grand Cayman KY1-9007
Cayman Islands
Sabby Volatility Warrant Master Fund, Ltd.
c/o Ogier Fiduciary Services (Cayman) Limited
89 Nexus Way, Camana Bay
Grand Cayman KY1-9007
Cayman Islands
Sabby Management, LLC
10 Mountainview Road, Suite 205
Upper Saddle River, New Jersey 07458
Hal Mintz
c/o Sabby Management, LLC
10 Mountainview Road, Suite 205
Upper Saddle River, New Jersey 07458(c).
Citizenship:Sabby Healthcare Master Fund, Ltd. – Cayman Islands
Sabby Volatility Warrant Master Fund, Ltd. – Cayman Islands
Sabby Management, LLC – Delaware, USA
Hal Mintz – USA(d).
Title of class of securities:Common stock (the Common Stock)
(e).
CUSIP No.:6673P600
Item 3.
If This Statement is filed pursuant to Section 240.13d-1(b) or 240.13d-2(b),
or (c), check whether the person filing is a
(a)
[_]
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)
[_]
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)
[_]
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)
[_]
Investment company registered under section 8 of the Investment Company Act
of 1940 (15 U.S.C. 80a-8).
(e)
[_]
An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E);
(f)
[_]
An employee benefit plan or endowment fund in accordance with Section
240.13d-1(b)(1)(ii)(F);
(g)
[_]
A parent holding company or control person in accordance with Section
240.13d-1(b)(1)(ii)(G);
(h)
[_]
A savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C.1813);
(i)
[_]
A church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3);
(j)
[_]
A non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J);
(k)
[_]
Group, in accordance with Section 240.13d-1(b)(1)(ii)(K). If filing as a
non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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Page 6 of 9 – SEC Filing
Number of shares as to which the person has:
Sabby Healthcare Master Fund, Ltd.
(i)
Sole power to vote or to direct the vote
0
,(ii)
Shared power to vote or to direct the vote
14,977,782
,(iii)
Sole power to dispose or to direct the disposition of
0
,(iv)
Shared power to dispose or to direct the disposition of
14,977,782
.Sabby Volatility Warrant Master Fund, Ltd.
(i)
Sole power to vote or to direct the vote
0
,(ii)
Shared power to vote or to direct the vote
7,575,877
,(iii)
Sole power to dispose or to direct the disposition of
0
,(iv)
Shared power to dispose or to direct the disposition of
7,575,877
.Sabby Management, LLC
(i)
Sole power to vote or to direct the vote
0
, (ii)
Shared power to vote or to direct the vote
22,553,659
, (iii)
Sole power to dispose or to direct the disposition of
0
, (iv)
Shared power to dispose or to direct the disposition of
22,553,659
.Hal Mintz
(i)
Sole power to vote or to direct the vote
0
, (ii)
Shared power to vote or to direct the vote
22,553,659
,
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Page 7 of 9 – SEC Filing
Shared power to dispose or to direct the disposition of
22,553,659
.As calculated in accordance with Rule 13d-3 of the Securities Exchange Act
of 1934, as amended, (i) Sabby Healthcare Master Fund, Ltd. and
Sabby Volatility Master Fund, Ltd. beneficially own 14,977,782 and 7,575,877
shares of the Issuer’s common stock (Common Stock), respectively,
representing approximately 6.63% and 3.36% of the Common Stock,
respectively, and (ii) Sabby Management, LLC and Hal Mintz each beneficially
own 22,553,659 shares of the Common Stock, representing approximately 9.99%
of the Common Stock. Sabby Management, LLC and Hal Mintz do not directly own
any shares of Common Stock, but each indirectly owns 22,553,659 shares of
Common Stock. Sabby Management, LLC, a Delaware limited liability company,
indirectly owns 22,553,659 shares of Common Stock because it serves as the
investment manager of Sabby Healthcare Master Fund, Ltd. and
Sabby Volatility Warrant Master Fund, Ltd., Cayman Islands companies.
Mr. Mintz indirectly owns 22,553,659 shares of Common Stock in his capacity
as manager of Sabby Management, LLC.
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 five percent of the class of securities, check the following [ ].
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Page 8 of 9 – SEC Filing
Not applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company or Control Person.Not applicable
Item 8.
Identification and Classification of Members of the Group.Not applicable
Item 9.
Notice of Dissolution of Group.Not applicable
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Item 10.
Certification.By signing below I certify that, to the best of my 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.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
June 1, 2017
(Date)Sabby Healthcare Master Fund, Ltd.
By: /s/ Harry Thompson
Name: Harry Thompson
Title: Authorized Person of TDF Management Ltd.,
a Director
Sabby Volatility Warrant Master Fund, Ltd.
By: /s/ Harry Thompson
Name: Harry Thompson
Title: Authorized Person of TDF Management Ltd.,
a Director
Sabby Management, LLC*
By: /s/ Robert Grundstein
Name: Robert Grundstein
Title: Chief Operating Officer
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Page 9 of 9 – SEC Filing
Hal Mintz
