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Filing Details

Accession Number:: 0001144204-14-075196
Form Type:: 4/A
Zero Holdings:: No
Publication Time:: 2014-12-22 06:03:46
Reporting Period:: 2014-03-01

Filing Date:: 2014-12-22
Accepted Time:: 2014-12-22 06:03:46
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	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
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

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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

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 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 warrants to purchase 194,806 Common Shares at an initial exercise price of $4.00.
On March 7, 2014, Cognate awarded 133,333 Common Shares to one of its managers, as an Equity Award, vesting over time, as part of the manager's compensation.
On March 7, 2014, Cognate awarded 120,370 Common Shares to another one of its managers, as an Equity Award, vesting over time, as part of the manager's compensation.
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.
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.
On June 1, 2014, the Company became obligated to convert $1,541,280.43 of the Company's outstanding accounts payable owed to Cognate into 385,320 Common Shares and warrants to purchase 192,660 Common Shares at an initial exercise price of $4.00.
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.
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.
On July 17, 2014, as compensation pursuant to the lock-up agreement entered into on January 17, 2014 and as a partial ratchet 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.
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.
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 August 27, 2014, Cognate transferred 145,068 Common Shares to settle $750,000 in debt notes.
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.
On September 15, 2014, Cognate transferred 149,502 Common Shares to settle the remaining $750,000 in debt notes described in footnote 13.