SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Cognate Bioservices, Inc. (Last) (First) (Middle) 7513 CONNELLEY DRIVE (Street) HANOVER MD 21076 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol NORTHWEST BIOTHERAPEUTICS INC [ NWBO ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/22/2008
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common stock, par value $0.001 per share ("Common Stock")(1)(7)	09/28/2009		J		5,783,589	A	$0.2	5,783,589	I	See Footnote(2)
Common Stock(8)	09/28/2009		J		2,763,691	A	$0.2	8,547,280	I	See Footnote(2)
Common Stock(9)	09/30/2009		A		750,000	A	$0.2	3,322,710	I	See Footnote(5)
Common Stock(9)	09/30/2009		P		1,762,500	A	$0.2	10,309,780	I	See Footnote(2)
Common Stock(11)	07/02/2010		A		866,667	A	$0.75(11)	3,439,377	I	See Footnote(2)
Common Stock(12)	07/31/2010		P		8,466	A	$0.2	10,318,246	I	See Footnote(2)
Common Stock(13)	08/12/2010		J		2,250,000	D	$0.62	8,068,246	I	See Footnote(2)
Common Stock(14)	09/30/2010		J		19,299,486	D	(14)	0	I	See Footnote(3)
Common Stock(14)	09/30/2010		J		12,866,324	A	(14)	12,866,324	I	See Footnote(4)
Common Stock(16)	10/09/2010		J		120,000	D	$0.17	7,948,246	I	See Footnote(2)
Common Stock(17)	02/02/2011		S		860,000	D	$1.08	7,088,246	I	See Footnote(2)
Common Stock(20)	10/28/2011		C		2,016,667	A	$0.27	9,104,913	I	See Footnote(2)
Common Stock(20)	10/28/2011		J		46,000,000	A	$0.2	46,000,000	D
Common Stock(21)	11/01/2011		C		750,000	A	(22)	9,854,913	I	See Footnote(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants(6)	$0.4	12/22/2008		P		132,500		12/23/2008	12/22/2016	Common Stock	132,500	(6)	132,500	I	See Footnote(2)
6% Convertible Promissory Notes	$0.2	06/30/2009		P		$1,300,000		06/30/2009	06/30/2011	Common Stock	6,500,000	$1,300,000	$1,300,000	I	See Footnote(2)
Warrants(7)	$0.2	09/28/2009		J		690,000		09/28/2009	09/27/2012	Common Stock	690,000	(7)	690,000	I	See Footnote(2)
Warrants(8)	$0.2	09/28/2009		J		152,375		09/28/2009	09/27/2012	Common Stock	152,375	(8)	842,375	I	See Footnote(2)
Warrants(10)	$0.4	09/28/2009		J		513,841		09/28/2009	09/27/2012	Common Stock	513,841	(10)	1,356,216	I	See Footnote(2)
Warrants(11)	$0.75	07/02/2010		P		86,667		07/02/2010	07/02/2013	Common Stock	86,667	(11)	86,667	I	See Footnote(5)
Warrants(14)	$0.6	09/30/2010		J			22,035,089	06/22/2007	06/22/2012	Common Stock	22,035,089	(14)	0	I	See Footnote(3)
Warrants(14)	$0.6	09/30/2010		J		14,296,039		06/22/2007	06/22/2012	Common Stock	14,296,039	(14)	14,296,039	I	See Footnote(4)
Promissory Note(15)	$0.75	10/01/2010		P		1,200,000		10/01/2010	10/01/2010	Common Stock	1,200,000	(15)	1,200,000	I	See Footnote(2)
Warrants(15)	$0.75	10/01/2010		P		1,200,000		10/01/2010	10/01/2010	Common Stock	1,200,000	(15)	2,400,000	I	See Footnote(2)
Options(18)	$10.56	06/08/2011		A		14,220,000		06/08/2011	06/08/2018	Common Stock	14,220,000	(18)	14,220,000	I	See Footnote(2)
Warrants(19)	$0.75	09/01/2011		P		909,000		09/06/2011	09/06/2016	Common Stock	909,000	(19)	909,000	I	See Footnote(2)
6% Convertible Promissory Notes(21)	$0.2	11/01/2011		C			$150,000	06/30/2009	06/30/2011	Common Stock	750,000	(21)	$1,150,000	I	See Footnote(2)
Warrants(22)	$0.4	12/29/2011		P		250,000		12/29/2011	12/29/2014	Common Stock	250,000	(22)	250,000	I	See Footnote(2)

1. Name and Address of Reporting Person* Cognate Bioservices, Inc. (Last) (First) (Middle) 7513 CONNELLEY DRIVE (Street) HANOVER MD 21076 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Toucan Capital Fund III, L.P. (Last) (First) (Middle) 4800 MONTGOMERY LANE, SUITE 800 (Street) BETHESDA MD 20814 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Toucan General II, LLC (Last) (First) (Middle) 4800 MONTGOMERY LANE, SUITE 800 (Street) BETHESDA MD 20814 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Toucan Partners, LLC (Last) (First) (Middle) 4800 MONTGOMERY LANE, SUITE 800 (Street) BETHESDA MD 20814 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Powers Linda F (Last) (First) (Middle) 4800 MONTGOMERY LANE, SUITE 800 (Street) BETHESDA MD 20814 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner X Officer (give title below) Other (specify below) Chairperson, CEO

1. Name and Address of Reporting Person* Hemphill Robert F Jr. (Last) (First) (Middle) 4800 MONTGOMERY LANE, SUITE 800 (Street) BETHESDA MD 20814 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

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 Toucan Partners, LLC ("Toucan Partners").

3. By Toucan Capital Fund II, L.P. ("Fund II").

4. By Toucan Capital Fund III, L.P.

5. By Linda F. Powers.

6. Issued on December 22, 2008 in conjunction with a $500,000 loan by Toucan Partners to the Company.

7. Issued on September 28, 2009 pursuant to a conversion agreement by which all $1,156,718 of principal and accrued interest payable by the Company pursuant to its August 18, 2008 loan from Toucan Partners were converted at $0.20 per share. In connection with the conversion, the Company also issued Toucan Partners a warrant for the purchase of 690,000 Common Shares at an exercise price of $0.20 per share.

8. Issued on September 28, 2009 pursuant to a conversion agreement by which all $552,738 of principal and accrued interest payable by the Company pursuant to its December 22, 2008 loan from Toucan Partners were converted at $0.20 per share. In connection with the conversion, the Company also issued Toucan Partners a warrant for the purchase of 152,375 Common Shares at an exercise price of $0.20 per share.

9. On September 30, 2009, Ms. Powers received 750,000 shares of Common Stock as compensation for services rendered during 2008 and 2009 as a director of the Company. Also on September 30, 2009, Toucan Partners received 1,762,500 shares of Common Stock as compensation for advisory and fundraising services rendered during 2008 and 2009.

10. As consideration for extension of the maturity date, the Company issued Toucan Partners a warrant to purchase 513,841 shares of Common Stock at an exercise price of $0.40 per share.

11. On July 2, 2010, the Company issued to Linda Powers 866,667 Common Shares for $650,000, as well as warrants for the purchase of 86,667 Common Shares at an exercise price of $0.75 per share.

12. On July 31, 2010, the Company issued to Toucan Partners 8,466 Common Shares as a consulting fee.

13. On August 12, 2010, Toucan Partners transferred 2,250,000 Common Shares as collateral for an obligation to enable it to provide additional financing to the Company.

14. On September 30, 2010, Fund II conducted a distribution in kind, resulting in 6,433,162 Common Shares and 8,133,070 warrants to purchase Common Shares being distributed to persons not affiliated with Fund II or the reporting persons. All other securities of the Company owned by Fund II were distributed to Fund III.

15. On October 1, 2010, the Company issued to Toucan Partners a $900,000 convertible promissory note convertible at $0.75 per share of Common Stock as well as warrants for the purchase of 1,200,000 Common Shares at an exercise price of $0.75 per share.

16. On October 9, 2010, Toucan Partners transferred 120,000 Common Shares as collateral for an obligation to enable it to provide additional financing to the Company.

17. On February 2, 2011,Toucan Partners transferred 860,000 Common Shares as collateral for an obligation to enable it to provide additional financing to the Company.

18. On June 8, 2011, in conjunction with the employment agreement entered into between the Company and Ms. Powers, the Company granted Ms. Powers an option to purchase 14,220,000 Common Shares at an exercise price of $0.66 per share. One-third of the options vested on the grant date, one-third of the options vested in equal monthly portions over the term of the employment agreement. The remaining one-third vests in portions tied to material milestones in multiple programs, if and to the extent those milestones are achieved, or may vest in the board's discretion. After the Company's 16-for-1 reverse stock split, the grant was for 888,750 shares at an exercise price of $10.56. As of December 31, 2013, two-thirds of the options, or 592,500, had vested.

19. On September 1, 2011, Toucan Partners agreed with the Company to extend the maturities of loans it made to the Company in exchange for 909,000 warrants with an exercise price of $0.75.

20. On October 28, 2011, the Company entered into a conversion agreement with Cognate Bioservices, Inc. ("Cognate") pursuant to which an aggregate of $9.2 million unpaid invoiced amounts and payables were converted into 46.0 million Common Shares. Also on October 28, 2011, $550,000 of the Company's convertible notes issued March 31, 2011, which were convertible at a floating conversion rate, were converted pursuant to their terms into 2,016,667 Common Shares.

21. On November 1, 2011, Toucan Partners converted $150,000 principal amount of the convertible notes into 750,000 Common Shares.

22. On December 29, 2011, Toucan Partners loaned the Company $100,000 in exchange for 10% convertible notes in an aggregate principal amount of $110,000, as well as warrants for the purchase of 250,000 Common Shares at an exercise price of $0.40 per share. The notes were convertible at a floating rate.

	Cognate Bioservices, Inc., by its director, /s/ Linda Powers	12/19/2014
	Toucan Capital Fund III, L.P., by its managing director, /s/ Linda Powers	12/19/2014
	Toucan General II, LLC, by its managing director, /s/ Linda Powers	12/19/2014
	Toucan Partners, LLC, by its managing member, /s/ Linda Powers	12/19/2014
	/s/ Linda Powers	12/19/2014
	/s/ Robert Hemphill, Jr.	12/19/2014
	** Signature of Reporting Person	Date
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