13G Filing: Woodford Investment Management and Northwest Biotherapeutics Inc (NWBO)

SCHEDULE 13G

 CUSIP NO. 66737P600

(g)

☐

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

☐

A savings associations 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 §240.13d-1(b)(1)(ii)(J).

(k)

☒

Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: The Manager is eligible to file pursuant to §240.13d-1(b)(1)(ii)(J) and is an investment manager authorized and regulated by the Financial Conduct Authority of the United Kingdom which is comparable to the regulatory scheme applicable to the investment advisers covered by Item 3(e) above. See Exhibit 1 for the identification and classification of each member of the Group.

 

Item 4.

Ownership.

(a)

Amount beneficially owned:

Each member of the Group may be
deemed to have beneficial ownership of 24,815,028 shares of Common Stock. Mr. Woodford, who, as Head of Investments for the Manager,
may be deemed to share beneficial ownership of the Common Stock with the Manager, expressly disclaims beneficial ownership of the
Common Stock beneficially owned by the Manager, except to the extent of any pecuniary interest therein.

(b)

Percent of class:

Based on 295,253,044 shares of
Common Stock of the Issuer outstanding as of August 21, 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q,
filed with the SEC on August 21, 2017, each member of the Group beneficially owns approximately 8.4% of the issued and outstanding
Common Stock of the Issuer.

(c)

Number of shares to which each member of the Group has:

	(i)	Sole power to vote or direct the vote: 0
	(ii)	Shared power to vote or direct the vote: 24,815,028 shares of Common Stock*
	(iii)	Sole power to dispose or to direct the disposition of: 0
	(iv)	Shared power to dispose of or direct the disposition of: 24,815,028 shares of Common Stock*

* The Manager is the investment manager of CF Woodford Equity
Income Fund (the “Woodford Fund”). Pursuant to a Management Agreement between the Woodford Fund and the Manager (the
“Management Agreement”), the Manager has investment discretion and voting power over securities held of record by the
Woodford Fund, including the Common Stock. As a result, the Manager may be deemed to be the beneficial owner of such Common Stock.
Mr. Woodford is the Head of Investment for the Manager, and as such, may be deemed to beneficially own the Common Stock beneficially
owned by the Manager, and expressly disclaims such beneficial ownership except to the extent of any pecuniary interest therein.
The Woodford Fund may also be deemed to be the beneficial owner of such Common Stock because the Management Agreement may be terminated
by the Woodford Fund at any time upon 60 days’ notice.