SEC FORM 4

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

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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

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)
06/30/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001	06/30/2015		S		650,000	D	$4⁽¹⁾	19,578,482⁽²⁾	D
Common Stock, par value $0.001	06/30/2015		S		1,118,092	D	$4.22⁽³⁾	18,460,390⁽²⁾	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Cognate entered into a $3 million convertible debt financing with an unrelated third party investor, secured by Cognate assets. The debt was convertible, at the investors' election, into common shares of Northwest Biotherapeutics restricted stock owned by Cognate. The third party investors elected to convert the debt and receive repayment in Common Shares rather than in cash. Therefore, on June 30, 2015, Cognate transferred 650,000 restricted common shares of Northwest Biotherapeutics, Inc.to this third party to settle the debt..

2. Does not include 10,432,387 shares of common stock underlying currently exercisable warrants.

3. Cognate entered into two convertible loans, each in the amount of $2,500,000, to an unrelated third party investor in June and July, 2014, and provided the proceeds of the financings for Northwest Biotherapeutics programs. The debt was secured by shares of Northwest Biotherapeutics owned by Cognate and was convertible, at the investors' election, into Northwest Biotherapeutics, Inc. common shares owned by Cognate at a fixed conversion price. The third party investors elected to take repayment in Common Shares rather than in cash. Therefore, on June 30, 2015, Cognate transferred 1,118,092 Common Shares to settle the debt notes..

	Cognate BioServices, Inc., by its Director, /s/ Linda Powers	07/02/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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