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) 10/28/2011
	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)(8)	10/16/2012		C		2,118,761	A	$0	2,675,318	I	See Footnote(2)
Common Stock(8)	10/16/2012		J		1,589,734	A	$0	4,265,052	I	See Footnote(2)
Common Stock(9)	10/16/2012		J		1,559,700	D	(9)	2,705,352	I	See Footnote(2)
Common Stock(9)	10/16/2012		J		1,559,700	A	(9)	1,715,286	I	See Footnote(3)
Common Stock(10)	10/16/2012		P		2,272,907	A	(10)	5,147,907	D
Common Stock(10)	10/16/2012		P		486,751	A	(10)	5,634,658	D
Common Stock(11)	11/30/2012		P		749,339	A	(11)	6,383,997	D
Common Stock(12)	07/31/2013		P		2,902,072	A	$4	9,286,069	D
Common Stock(13)	10/31/2013		P		223,042	A	(13)	9,509,111	D
Common Stock(14)	11/01/2013		P		257,439	A	(14)	9,766,550	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants(4)	$0.57	02/09/2012		P		4,687,500		03/03/2012	03/02/2017	Common Stock	4,687,500	(7)	761,240	I	See Footnote(2)
Warrants(5)	$0.57	03/06/2012		P		4,470,938		03/06/2012	03/06/2017	Common Stock	1,781,250	(8)	4,470,938	I	See Footnote(2)
Warrants(6)	$0.4	08/15/2012		P		1,500,000		08/15/2012	08/15/2017	Common Stock	1,500,000	(6)	1,500,000	I	See Footnote(2)
Warrants(6)	$0.4	08/15/2012		P		1,707,806		08/15/2012	08/15/2017	Common Stock	1,707,806	(6)	1,707,806	I	See Footnote(15)
Warrants(7)	$0.35	08/15/2012		P		1,500,000		08/15/2012	08/15/2017	Common Stock	1,500,000	(7)	1,500,000	I	See Footnote(2)
Warrants(7)	$0.35	08/15/2012		P		1,707,806		08/15/2012	08/15/2017	Common Stock	1,707,806	(7)	1,707,806	I	See Footnote(15)
6% Convertible Promissory Notes(8)	$2.875	10/16/2012		C			$6,088,615	06/30/2009	06/30/2011	Common Stock	2,118,761	$0	$0	I	See Footnote(2)
Warrants(8)	$3.2	10/16/2012		P		1,059,382		10/16/2012	10/16/2017	Common Stock	1,059,382	(9)	1,059,382	I	See Footnote(2)
Warrants(8)	$3.2	10/16/2012		P		794,867		10/16/2012	10/16/2017	Common Stock	794,867	(9)	1,854,249	I	See Footnote(2)
Warrants(9)	$3.2	10/16/2012		J			1,335,659	10/16/2012	10/16/2017	Common Stock	1,335,659	(9)	518,590	I	See Footnote(2)
Warrants(9)	$3.2	10/16/2012		J		1,335,659		10/16/2012	10/16/2017	Common Stock	1,335,659	(9)	1,335,659	I	See Footnote(3)
Warrants(10)	$3.2	10/16/2012		P		1,437,500		10/16/2012	10/16/2017	Common Stock	1,437,500	(10)	1,437,500	D
Warrants(10)	$3.2	10/16/2012		P		1,136,454		10/16/2012	10/16/2017	Common Stock	1,136,454	(10)	2,573,954	D
Warrants(10)	$3.2	10/16/2012		P		243,376		10/16/2012	10/16/2017	Common Stock	243,376	(10)	2,817,329	D
Warrants(11)	$3.2	11/30/2012		P		374,670		11/30/2012	11/30/2017	Common Stock	374,670	(11)	374,670	D
Warrants(12)	$3.2	07/31/2013		P		1,451,036		07/31/2013	07/31/2018	Common Stock	1,451,036	(12)	1,451,036	D
Warrants(13)	$4	10/31/2013		P		111,521		10/31/2013	10/31/2018	Common Stock	111,521	(13)	111,521	D
Warrants(14)	$4	11/01/2013		P		128,719		11/29/2013	11/29/2018	Common Stock	128,719	(14)	128,719	D

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 Linda F. Powers.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

10. 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.

11. 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.

12. 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.

13. 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.

14. 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.

15. By Toucan Capital.

	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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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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