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Filing Details

Accession Number:: 0001144204-14-075186
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-12-19 21:10:59
Reporting Period:: 2011-10-28

Filing Date:: 2014-12-19
Accepted Time:: 2014-12-19 21:10:59
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	Explanation
Common Stock, Par Value $0.001 Per Share ("Common Stock")	Acquisiton	2012-10-16	2,118,761	$0.00	2,675,318	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2012-10-16	1,589,734	$0.00	4,265,052	No	4	J	Indirect	See Footnote
Common Stock	Disposition	2012-10-16	1,559,700	$0.00	2,705,352	No	4	J	Indirect	See Footnote
Common Stock	Acquisiton	2012-10-16	1,559,700	$0.00	1,715,286	No	4	J	Indirect	See Footnote
Common Stock	Acquisiton	2012-10-16	2,272,907	$0.00	5,147,907	No	4	P	Direct
Common Stock	Acquisiton	2012-10-16	486,751	$0.00	5,634,658	No	4	P	Direct
Common Stock	Acquisiton	2012-11-30	749,339	$0.00	6,383,997	No	4	P	Direct
Common Stock	Acquisiton	2013-07-31	2,902,072	$4.00	9,286,069	No	4	P	Direct
Common Stock	Acquisiton	2013-10-31	223,042	$0.00	9,509,111	No	4	P	Direct
Common Stock	Acquisiton	2013-11-01	257,439	$0.00	9,766,550	No	4	P	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See Footnote
No	4	J	Indirect	See Footnote
No	4	J	Indirect	See Footnote
No	4	J	Indirect	See Footnote
No	4	P	Direct
No	4	P	Direct
No	4	P	Direct
No	4	P	Direct
No	4	P	Direct
No	4	P	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	2012-02-09	4,687,500	$0.00	4,687,500	$0.57
Common Stock	Warrants	Acquisiton	2012-03-06	4,470,938	$0.00	1,781,250	$0.57
Common Stock	Warrants	Acquisiton	2012-08-15	1,500,000	$0.00	1,500,000	$0.40
Common Stock	Warrants	Acquisiton	2012-08-15	1,707,806	$0.00	1,707,806	$0.40
Common Stock	Warrants	Acquisiton	2012-08-15	1,500,000	$0.00	1,500,000	$0.35
Common Stock	Warrants	Acquisiton	2012-08-15	1,707,806	$0.00	1,707,806	$0.35
Common Stock	6% Convertible Promissory Notes	Disposition	2012-10-16	0	$0.00	2,118,761	$2.88
Common Stock	Warrants	Acquisiton	2012-10-16	1,059,382	$0.00	1,059,382	$3.20
Common Stock	Warrants	Acquisiton	2012-10-16	794,867	$0.00	794,867	$3.20
Common Stock	Warrants	Disposition	2012-10-16	1,335,659	$0.00	1,335,659	$3.20
Common Stock	Warrants	Acquisiton	2012-10-16	1,335,659	$0.00	1,335,659	$3.20
Common Stock	Warrants	Acquisiton	2012-10-16	1,437,500	$0.00	1,437,500	$3.20
Common Stock	Warrants	Acquisiton	2012-10-16	1,136,454	$0.00	1,136,454	$3.20
Common Stock	Warrants	Acquisiton	2012-10-16	243,376	$0.00	243,376	$3.20
Common Stock	Warrants	Acquisiton	2012-11-30	374,670	$0.00	374,670	$3.20
Common Stock	Warrants	Acquisiton	2013-07-31	1,451,036	$0.00	1,451,036	$3.20
Common Stock	Warrants	Acquisiton	2013-10-31	111,521	$0.00	111,521	$4.00
Common Stock	Warrants	Acquisiton	2013-11-01	128,719	$0.00	128,719	$4.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
761,240	2012-03-03	2017-03-02	No	4	P	Indirect
4,470,938	2012-03-06	2017-03-06	No	4	P	Indirect
1,500,000	2012-08-15	2017-08-15	No	4	P	Indirect
1,707,806	2012-08-15	2017-08-15	No	4	P	Indirect
1,500,000	2012-08-15	2017-08-15	No	4	P	Indirect
1,707,806	2012-08-15	2017-08-15	No	4	P	Indirect
0	2009-06-30	2011-06-30	No	4	C	Indirect
1,059,382	2012-10-16	2017-10-16	No	4	P	Indirect
1,854,249	2012-10-16	2017-10-16	No	4	P	Indirect
518,590	2012-10-16	2017-10-16	No	4	J	Indirect
1,335,659	2012-10-16	2017-10-16	No	4	J	Indirect
1,437,500	2012-10-16	2017-10-16	No	4	P	Direct
2,573,954	2012-10-16	2017-10-16	No	4	P	Direct
2,817,329	2012-10-16	2017-10-16	No	4	P	Direct
374,670	2012-11-30	2017-11-30	No	4	P	Direct
1,451,036	2013-07-31	2018-07-31	No	4	P	Direct
111,521	2013-10-31	2018-10-31	No	4	P	Direct
128,719	2013-11-29	2018-11-29	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 Toucan Partners, LLC ("Toucan Partners").
By Linda F. Powers.
On January 3, 2012, January 31, 2012, March 2, 2012 and March 6, 2012, the Company issued to Toucan Partners convertible notes in aggregate principal amounts of $80,000, $425,000, $250,000 and $500,000, respectively. The notes were convertible at a floating rate. In connection with these issuances, Toucan Partners also received on March 6, 2012, respectively, 285,000 three-year warrants, 1,514,063 three-year warrants, 890,625 five-year warrants and 1,781,250 five-year warrants, each with an exercise price of $0.57.
On February 9, 2012, Toucan Partners loaned the Company $1.5 million in exchange for 10% convertible notes in an aggregate principal amount of $1.5 million, as well as warrants for the purchase of 4,687,500 Common Shares at an exercise price of $0.57 per share. The notes were convertible at a floating rate.
On August 15, 2012, the Company issued to Toucan Partners and Toucan Capital warrants as compensation for loan collateral provided by each of them to secure obligations of the Company and also to provide financing to the Company.
On August 15, 2012, the Company issued to Toucan Partners and Toucan Capital warrants as compensation for loan collateral provided by each of them to secure obligations of the Company and also to provide financing to the Company.
On October 16, 2012, Toucan Partners and Linda Powers agreed to convert $6,088,615 principal and accrued amount of its convertible promissory notes and to settle $4,568,365 million of payables owed by the Company to Toucan Partners and Linda Powers in exchange for common stock and warrants.
On October 16, 2012, Toucan Partners allocated the applicable portion of the October 16 shares and warrants to Linda Powers, comprising 1,559,700 Common Shares and warrants to purchase 1,335,659 Common Shares.
On October 16, 2012, Cognate agreed to convert $7,506,000 and $980,000 of the Company's outstanding accounts payable owed to Cognate in exchange for 2,272,907 and 486,751 Common Shares, respectively, and warrants to purchase 1,136,454 and 243,376 Common Shares, respectively, at an exercise price of $3.20. In addition, the prior year, on October 28, 2011, the Company had become obligated to issue warrants to Cognate for the purchase of 23.0 million shares of the Company's common stock. Such warrants were issued on October 16, 2012, after the Company's 1-for-16 reverse share split in September 2012. Therefore, at the time of issuance, such warrants were exercisable for 1,437,500 shares of the Company's common stock, at an initial exercise price of $3.20.
On November 30, 2012, Cognate agreed to convert $1,058,203 of the Company's outstanding accounts payable owed to Cognate in exchange for 749,339 Common Shares and warrants to purchase 374,670 Common Shares at an initial exercise price of $3.20.
On July 31, 2013, Cognate agreed to convert $11.6 million of the Company's outstanding accounts payable owed to Cognate in exchange for 2,902,072 Common Shares and warrants to purchase 1,451,036 Common Shares at an initial exercise price of $3.20.
On October 31, 2013, Cognate agreed to convert $892,569 of the Company's outstanding accounts payable owed to Cognate in exchange for 223,042 Common Shares and warrants to purchase 111,521 Common Shares at an initial exercise price of $4.00.
On November 1, 2013, Cognate agreed to convert $1,029,755.88 of the Company's outstanding accounts payable owed to Cognate in exchange for 257,439 Common Shares and warrants to purchase 128,719 Common Shares at an initial exercise price of $4.00.
By Toucan Capital.