Form Type: 4

SEC EDGAR Link
Accession Number:0001144204-14-075188
Date:2014-01-01
Issuer: NORTHWEST BIOTHERAPEUTICS INC (NWBO)
Original Submission Date:

Reporting Person:

COGNATE BIOSERVICES, INC.
7513 CONNELLEY DRIVE
HANOVER, MD 21076

Reporting Person:

TOUCAN CAPITAL FUND III, L.P.
4800 MONTGOMERY LANE, SUITE 800
BETHESDA, MD 20814

Reporting Person:

TOUCAN GENERAL II, LLC
4800 MONTGOMERY LANE, SUITE 800
BETHESDA, MD 20814

Reporting Person:

TOUCAN PARTNERS, LLC
4800 MONTGOMERY LANE, SUITE 800
BETHESDA, MD 20814

Reporting Person:

POWERS LINDA F
4800 MONTGOMERY LANE, SUITE 800
BETHESDA, MD 20814

Reporting Person:

HEMPHILL ROBERT F JR.
4800 MONTGOMERY LANE, SUITE 800
BETHESDA, MD 20814

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK, PAR VALUE $0.001 PER SHARE ("COMMON STOCK") 2013-12-01 P 277,199 a $0.00 10,043,749 direct
COMMON STOCK 2013-12-31 J 1,330,057 a $0.00 11,373,806 direct
COMMON STOCK 2014-01-01 P 238,248 a $0.00 11,612,054 f2 direct
COMMON STOCK 2014-01-17 P 5,101,366 a $0.00 16,713,420 direct
COMMON STOCK 2014-01-31 S 233,344 d $3.21 16,480,076 direct
COMMON STOCK 2014-02-01 P 500,000 a $0.00 16,980,076 direct
COMMON STOCK 2014-02-01 P 287,055 a $0.00 17,267,131 direct
COMMON STOCK 2014-02-04 S 233,344 d $3.21 17,033,787 direct
COMMON STOCK 2014-02-07 S 132,540 d $3.09 16,901,247 direct
COMMON STOCK 2014-02-08 S 79,630 d $3.09 16,821,617 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
WARRANTS 4.0 2013-12-01 deemed execution date P 138,600 (a) 2013-12-31 2018-12-31 common stock 138,600 $4.00 138,600 direct
WARRANTS 4.0 2013-12-31 deemed execution date J 665,029 (a) 2013-12-31 2018-12-31 common stock 665,029 $4.00 665,029 direct
WARRANTS 4.0 2014-01-01 deemed execution date P 119,124 (a) 2014-01-31 2019-01-31 common stock 119,124 $4.00 126,624 direct
WARRANTS 4.0 2014-01-17 deemed execution date P 2,434,012 (a) 2014-01-17 2019-01-17 common stock 2,434,012 $4.00 2,434,012 direct
WARRANTS 3.2 2014-01-17 deemed execution date S 2,817,329 (a) 2012-10-16 2017-10-16 common stock 2,817,329 $3.20 2,817,329 direct
WARRANTS 3.2 2014-01-17 deemed execution date S 374,670 (a) 2014-11-30 2017-11-30 common stock 374,670 $3.20 374,670 direct
WARRANTS 3.2 2014-01-17 deemed execution date S 1,451,036 (a) 2015-07-31 2018-07-31 common stock 1,451,036 $3.20 1,451,036 direct
WARRANTS 4.0 2014-01-17 deemed execution date S 111,521 (a) 2015-10-31 2018-10-31 common stock 111,521 $4.00 111,521 direct
WARRANTS 4.0 2014-01-17 deemed execution date S 128,719 (a) 2015-11-29 2018-11-29 common stock 128,719 $4.00 128,719 direct
WARRANTS 4.0 2014-01-17 deemed execution date S 138,600 (a) 2015-12-31 2018-12-31 common stock 138,600 $4.00 138,600 direct
WARRANTS 4.0 2014-01-17 deemed execution date S 665,029 (a) 2015-12-31 2018-12-31 common stock 665,029 $4.00 665,029 direct
WARRANTS 3.2 2014-01-17 deemed execution date P 2,817,329 (a) 2014-01-17 2020-10-16 common stock 2,817,329 $3.20 2,817,329 direct
WARRANTS 3.2 2014-01-17 deemed execution date P 374,670 (a) 2014-01-17 2020-11-30 common stock 374,670 $3.20 374,670 direct
WARRANTS 3.2 2014-01-17 deemed execution date P 1,451,036 (a) 2014-01-17 2021-07-31 common stock 1,451,036 $3.20 1,451,036 direct
WARRANTS 4.0 2014-01-17 deemed execution date P 111,521 (a) 2014-01-17 2021-10-31 common stock 111,521 $4.00 111,521 direct
WARRANTS 4.0 2014-01-17 deemed execution date P 128,719 (a) 2014-01-17 2021-11-29 common stock 128,719 $4.00 128,719 direct
WARRANTS 4.0 2014-01-17 deemed execution date P 138,600 (a) 2014-01-17 2021-12-31 common stock 138,600 $4.00 138,600 direct
WARRANTS 4.0 2014-01-17 deemed execution date P 665,029 (a) 2014-01-17 2021-12-31 common stock 665,029 $4.00 665,029 direct
WARRANTS 4.0 2014-02-28 deemed execution date P 143,528 (a) 2014-02-28 2019-02-28 common stock 143,528 $4.00 143,528 direct
Footnotes
IDfootnote
f1 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").
f2 by cognate bioservices, inc. ("cognate").
f3 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 exercise price of $4.00.
f4 on december 31, 2013, cognate agreed to convert $5,320,228 of the company's outstanding accounts payable owed to cognate in exchange for 1,330,057 common shares and warrants to purchase 665,029 common shares at an exercise price of $4.00.
f5 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 exercise price of $4.00.
f6 on january 17, 2014, in connection with certain agreements with cognate, the company issued one time initiation payments of 5,101,366 common shares and warrants to purchase 2,434,012 common shares at an exercise price of $4.00. also on such date, the company agreed to extend the exercise period of all current and post warrants held by cognate for three years from their original expiration date.
f7 on each of january 31, 2014 and february 4, 2014, cognate distributed 233,344 common shares to a third party to settle a $1.5 million debt.
f8 on february 1, 2014, the company became obligated to issue cognate 500,000 common shares as payment for certain milestones.
f9 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 exercise price of $4.00.
f10 on february 7, 2014, cognate awarded or transferred 132,540 common shares to a consultant and on february 8, 2014, cognate awarded or transferred 79,630 common shares to an employee.
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