Filing Details

Accession Number:
0001144204-14-075189
Form Type:
4
Zero Holdings:
No
Publication Time:
2014-12-19 21:14:25
Reporting Period:
2014-06-01
Filing Date:
2014-12-19
Accepted Time:
2014-12-19 21:14:25
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
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock, Par Value $0.001 Per Share ("Common Stock") Acquisiton 2014-03-01 389,611 $0.00 17,211,228 No 4 P Direct
Common Stock Disposition 2014-03-07 133,333 $3.64 17,077,895 No 4 S Direct
Common Stock Disposition 2014-03-07 120,370 $3.64 16,957,525 No 4 S Direct
Common Stock Acquisiton 2014-04-01 289,531 $0.00 17,247,056 No 4 P Direct
Common Stock Acquisiton 2014-05-01 341,971 $0.00 17,589,027 No 4 P Direct
Common Stock Acquisiton 2014-06-01 385,320 $0.00 17,974,347 No 4 P Direct
Common Stock Acquisiton 2014-06-30 562,500 $0.00 18,536,847 No 4 P Direct
Common Stock Acquisiton 2014-07-01 796,879 $0.00 19,333,725 No 4 P Direct
Common Stock Acquisiton 2014-08-01 550,219 $0.00 19,883,944 No 4 P Direct
Common Stock Disposition 2014-08-27 145,068 $5.17 19,738,876 No 4 S Direct
Common Stock Acquisiton 2014-09-01 639,108 $0.00 20,377,984 No 4 P Direct
Common Stock Disposition 2014-09-15 149,502 $5.02 20,228,482 No 4 S Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 P Direct
No 4 S Direct
No 4 S Direct
No 4 P Direct
No 4 P Direct
No 4 P Direct
No 4 P Direct
No 4 P Direct
No 4 P Direct
No 4 S Direct
No 4 P Direct
No 4 S Direct
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Common Stock Warrants Acquisiton 2014-04-01 144,766 $0.00 144,766 $4.00
Common Stock Warrants Acquisiton 2014-05-01 170,985 $0.00 170,985 $4.00
Common Stock Warrants Acquisiton 2014-06-01 192,600 $0.00 192,600 $4.00
Common Stock Warrants Acquisiton 2014-06-30 281,250 $0.00 281,250 $4.00
Common Stock Warrants Acquisiton 2014-07-01 398,439 $0.00 398,439 $4.00
Common Stock Warrants Acquisiton 2014-07-17 3,220,235 $0.00 3,220,235 $4.00
Common Stock Warrants Acquisiton 2014-08-01 275,110 $0.00 275,110 $4.00
Common Stock Warrants Acquisiton 2014-09-01 319,554 $0.00 319,554 $4.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
144,766 2014-04-30 2019-04-30 No 4 P Direct
170,985 2014-05-30 2019-05-30 No 4 P Direct
192,600 2014-06-01 2019-06-01 No 4 P Direct
281,250 2014-06-30 2019-06-30 No 4 P Direct
398,439 2014-07-01 2019-07-01 No 4 P Direct
3,220,235 2014-07-17 2019-07-17 No 4 J Direct
275,110 2014-08-01 2019-08-01 No 4 P Direct
319,554 2014-09-01 2019-09-01 No 4 P Direct
Footnotes
  1. 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").
  2. By Cognate Bioservices, Inc. ("Cognate").
  3. On March 1, 2014, the Company became obligated to convert $1,558,445.19 of its outstanding accounts payable owed to Cognate into 389,611 Common Shares and five-year warrants for the purchase of 194,806 Common Shares at an initial exercise price of $4.00.
  4. On March 7, 2014, Cognate awarded or transferred 133,333 Common Shares to one of its managers, as an Equity Award, vesting over time, as part of the manager's compensation.
  5. On March 7, 2014, Cognate awarded or transferred 120,370 Common Shares to another one of its managers, as an Equity Award, vesting over time, as part of the manager's compensation.
  6. On April 1, 2014, the Company became obligated to convert $1,158,124.45 of the Company's outstanding accounts payable owed to Cognate in exchange for 289,531 Common Shares and warrants to purchase 144,766 Common Shares at an initial exercise price of $4.00.
  7. On May 1, 2014, the Company became obligated to convert $1,367,883.35 of the Company's outstanding accounts payable owed to Cognate in exchange for 341,971 Common Shares and warrants to purchase 170,985 Common Shares at an initial exercise price of $4.00.
  8. On June 1, 2014, the Company became obligated to convert $1,541,280.43 of its outstanding accounts payable owed to Cognate into 385,320 Common Shares and five-year warrants for the purchase of 192,660 Common Shares at an initial exercise price of $4.00.
  9. In June 2014, Cognate loaned the Company $2.25 million. On June 30, 2014, Cognate agreed to convert all $2.25 million in exchange for 562,500 Common Shares and warrants to purchase 281,250 Common Shares at an initial exercise price of $4.00, on the same terms as the conversion of accounts payable under the January 2014 service agreements.
  10. On July 1, 2014, the Company became obligated to convert $3,187,515.40 of the Company's outstanding accounts payable owed to Cognate in exchange for 796,879 Common Shares and warrants to purchase 398,439 Common Shares at an initial exercise price of $4.00.
  11. On July 17, 2014, as compensation for the lock-up agreement entered into on January 17, 2014 and as a ratchat pursuant to the terms of the Company's currently outstanding agreements, the Company became obligated to issue warrants to purchase 3,220,235 Common Shares at an initial exercise price of $4.00.
  12. On August 1, 2014, the Company became obligated to convert $2,200,876 of the Company's outstanding accounts payable owed to Cognate in exchange for 550,219 Common Shares and warrants to purchase 275,110 Common Shares at an initial exercise price of $4.00.
  13. On August 27, 2014, Cognate transferred 145,068 Common Shares to pay off an aggregate of $750,000 in debt notes.
  14. On September 1, 2014, the Company became obligated to convert $2,556,432 of the Company's outstanding accounts payable owed to Cognate in exchange for 639,108 Common Shares and warrants to purchase 319,554 Common Shares at an initial exercise price of $4.00.
  15. On September 15, 2014, Cognate transferred 149,502 Common Shares to pay off an aggregate of $750,000 in debt notes.