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Filing Details

Accession Number:: 0001144204-14-075195
Form Type:: 4/A
Zero Holdings:: No
Publication Time:: 2014-12-22 06:03:24
Reporting Period:: 2013-12-01

Filing Date:: 2014-12-22
Accepted Time:: 2014-12-22 06:03:24
Original Submission Date:: 2014-12-19
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1072379	Northwest Biotherapeutics Inc	NWBO	Pharmaceutical Preparations (2834)	943306718

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1289624	F Linda Powers	4800 Montgomery Lane, Suite 800 Bethesda MD 20814	Chairperson, Ceo	Yes	Yes	Yes	No
1289627	Toucan General Ii, Llc	4800 Montgomery Lane, Suite 800 Bethesda MD 20814		No	No	Yes	No
1289628	Jr. F Robert Hemphill	4800 Montgomery Lane, Suite 800 Bethesda MD 20814		No	No	Yes	No
1344441	Toucan Partners, Llc	4800 Montgomery Lane, Suite 800 Bethesda MD 20814		No	No	Yes	No
1626842	Toucan Capital Fund Iii, L.p.	4800 Montgomery Lane, Suite 800 Bethesda MD 20814		No	No	Yes	No
1626920	Cognate Bioservices, Inc.	7513 Connelley Drive Hanover MD 21076		No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock, Par Value $0.001 Per Share ("Common Stock")	Acquisiton	2013-12-01	277,199	$0.00	10,043,749	No	4	P	Direct
Common Stock	Acquisiton	2013-12-31	1,330,057	$0.00	11,373,806	No	4	J	Direct
Common Stock	Acquisiton	2014-01-01	238,248	$0.00	11,612,054	No	4	P	Direct
Common Stock	Acquisiton	2014-01-17	5,101,366	$0.00	16,713,420	No	4	P	Direct
Common Stock	Disposition	2014-01-31	233,344	$3.21	16,480,076	No	4	S	Direct
Common Stock	Acquisiton	2014-02-01	500,000	$0.00	16,980,076	No	4	P	Direct
Common Stock	Acquisiton	2014-02-01	287,055	$0.00	17,267,131	No	4	P	Direct
Common Stock	Disposition	2014-02-04	233,344	$3.21	17,033,787	No	4	S	Direct
Common Stock	Disposition	2014-02-07	132,540	$3.09	16,901,247	No	4	S	Direct
Common Stock	Disposition	2014-02-08	79,630	$3.09	16,821,617	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	P	Direct
No	4	J	Direct
No	4	P	Direct
No	4	P	Direct
No	4	S	Direct
No	4	P	Direct
No	4	P	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Warrants	Acquisiton	2013-12-01	138,600	$0.00	138,600	$4.00
Common Stock	Warrants	Acquisiton	2013-12-31	665,029	$0.00	665,029	$4.00
Common Stock	Warrants	Acquisiton	2014-01-01	119,124	$0.00	119,124	$4.00
Common Stock	Warrants	Acquisiton	2014-01-17	2,434,012	$0.00	2,434,012	$4.00
Common Stock	Warrants	Acquisiton	2014-01-17	2,817,329	$0.00	2,817,329	$3.20
Common Stock	Warrants	Acquisiton	2014-01-17	374,670	$0.00	374,670	$3.20
Common Stock	Warrants	Acquisiton	2014-01-17	1,451,036	$0.00	1,451,036	$3.20
Common Stock	Warrants	Acquisiton	2014-01-17	111,521	$0.00	111,521	$4.00
Common Stock	Warrants	Acquisiton	2014-01-17	128,719	$0.00	128,719	$4.00
Common Stock	Warrants	Acquisiton	2014-01-17	138,600	$0.00	138,600	$4.00
Common Stock	Warrants	Acquisiton	2014-01-17	665,029	$0.00	665,029	$4.00
Common Stock	Warrants	Acquisiton	2014-01-17	2,817,329	$0.00	2,817,329	$3.20
Common Stock	Warrants	Acquisiton	2014-01-17	374,670	$0.00	374,670	$3.20
Common Stock	Warrants	Acquisiton	2014-01-17	1,451,036	$0.00	1,451,036	$3.20
Common Stock	Warrants	Acquisiton	2014-01-17	111,521	$0.00	111,521	$4.00
Common Stock	Warrants	Acquisiton	2014-01-17	128,719	$0.00	128,719	$4.00
Common Stock	Warrants	Acquisiton	2014-01-17	138,600	$0.00	138,600	$4.00
Common Stock	Warrants	Acquisiton	2014-01-17	665,029	$0.00	665,029	$4.00
Common Stock	Warrants	Acquisiton	2014-02-28	143,528	$0.00	143,528	$4.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
138,600	2013-12-31	2018-12-31	No	4	P	Direct
665,029	2013-12-31	2018-12-31	No	4	J	Direct
126,624	2014-01-31	2019-01-31	No	4	P	Direct
2,434,012	2014-01-17	2019-01-17	No	4	P	Direct
2,817,329	2012-10-16	2017-10-16	No	4	J	Direct
374,670	2014-11-30	2017-11-30	No	4	J	Direct
1,451,036	2015-07-31	2018-07-31	No	4	J	Direct
111,521	2015-10-31	2018-10-31	No	4	J	Direct
128,719	2015-11-29	2018-11-29	No	4	J	Direct
138,600	2015-12-31	2018-12-31	No	4	J	Direct
665,029	2015-12-31	2018-12-31	No	4	J	Direct
2,817,329	2014-01-17	2020-10-16	No	4	P	Direct
374,670	2014-01-17	2020-11-30	No	4	P	Direct
1,451,036	2014-01-17	2021-07-31	No	4	P	Direct
111,521	2014-01-17	2021-10-31	No	4	P	Direct
128,719	2014-01-17	2021-11-29	No	4	P	Direct
138,600	2014-01-17	2021-12-31	No	4	P	Direct
665,029	2014-01-17	2021-12-31	No	4	P	Direct
143,528	2014-02-28	2019-02-28	No	4	P	Direct

Footnotes

The reporting persons may be deemed to be members of a group beneficially owning 10% or more of the shares of common stock ("Common Shares") of Northwest Biotherapeutics, Inc. (the "Company") within the meaning of Section 13(d) of the Securities Exchange Act of 1934. Except as set forth herein, the reporting persons disclaim beneficial ownership of securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that such a group exists or that the reporting persons are the beneficial owner of the securities of such group for purposes of Section 16 or any other purpose. Toucan General II, LLC ("Toucan GP") is the general partner of Toucan Capital Fund III, L.P. ("Toucan Capital" or "Fund III").
By Cognate Bioservices, Inc. ("Cognate").
On December 1, 2013, Cognate agreed to convert $1,108,797.24 of the Company's outstanding accounts payable owed to Cognate in exchange for 277,199 Common Shares and warrants to purchase 138,600 Common Shares at an initial exercise price of $4.00.
On December 31, 2013, Cognate agreed to convert an aggregate of $5,320,228 of the Company's outstanding accounts payable owed to Cognate from past periods totaling more than half a year in exchange for 1,330,057 Common Shares and warrants to purchase 665,029 Common Shares at an initial exercise price of $4.00.
On January 1, 2014, the Company became obligated to convert $1,012,992.36 of the Company's outstanding accounts payable owed to Cognate in exchange for 238,248 Common Shares and warrants to purchase 119,124 Common Shares at an initial exercise price of $4.00.
On January 17, 2014, in connection with certain agreements with Cognate, the Company issued one-time initiation payments of an aggregate of 5,101,366 Common Shares and warrants to purchase 2,434,012 Common Shares at an initial exercise price of $4.00. Also on such date, the Company agreed to extend the exercise period of all current and past warrants held by Cognate for three years from their existing expiration date.
Cognate previously entered into a $1.5 million convertible debt financing with unrelated third party investors, secured by Cognate assets, and provided the proceeds of the financings for Northwest Biotherapeutics' programs. The debt was convertible, at the investors' election, into Common Shares owned by Cognate. The third party investors elected to convert the debt and receive repayment in Common Shares rather than in cash and therefore, on each of January 31, 2014 and February 4, 2014, Cognate distributed 233,344 Common Shares to a third party to settle the debt.
On February 1, 2014, the Company became obligated to issue Cognate 500,000 Common Shares as payment for certain milestones.
On February 1, 2014, the Company became obligated to convert $1,148,220.36 of the Company's outstanding accounts payable owed to Cognate in exchange for 287,055 Common Shares and warrants to purchase 143,528 Common Shares at an initial exercise price of $4.00.
On February 7, 2014, Cognate awarded 132,540 Common Shares to one of its managers, as an Equity Award, vesting over time, as part of the manager's compensation and on February 8, 2014, Cognate awarded 79,630 Common Shares to another one of its managers, as an Equity Award, vesting over time, as part of the manager's compensation.