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^*

Powers Linda F

(Last)

(First)

(Middle)

9306 KENDALE ROAD

(Street)

POTOMAC

20854

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairperson, CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/12/2012

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	12/12/2012		P		6,468,153	A	⁽¹⁾	10,809,992⁽²⁾	I	See Footnote⁽²⁾
Common Stock	12/29/2012		G		59,405⁽³⁾	D	⁽³⁾	10,750,587	I	See Footnote⁽⁴⁾
Common Stock								148,295	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)
Warrants	$6.4	12/12/2012		P		3,234,078		12/12/2012	12/12/2017	Common Stock	3,234,078	⁽¹⁾	7,138,540⁽³⁾	I	See Footnote⁽⁵⁾

Explanation of Responses:

1. As NWBO previously reported, pursuant to conversion agreements entered into on October 16, 2012, in preparation for NWBO's December, 2012, public offering and Nasdaq listing, Toucan Partners, LLC agreed to convert $10,688,615 of convertible notes and payables into 3,708,495 restricted shares of common stock and 1,854,249 warrants upon the closing of NWBO's public offering. As NWBO also previously reported, on October 16, 2012, Cognate BioServices, Inc. entered into conversion agreements with the NWBO pursuant to which an aggregate of $7,506,270 unpaid invoiced amounts and payables were converted into 2,759,658 restricted shares of common stock and 1,379,829 warrants.

2. Consists of (i) 804,145 shares of common stock held by Toucan Capital Fund III, L.P., (ii) 4,371,189 shares of common stock held by Toucan Partners, LLC and (iii) 5,634,658 shares of common stock held by Cognate BioServices, Inc. Ms. Powers has voting and dispositive power over the securities owned by Toucan Capital Fund III, L.P., Toucan Partners LLC and Cognate BioServices, Inc.

3. Represents gifts to family members, including Lois, Brad, Kelley, Collin, Erin, Carol, Sam, Evelyn and Christine Powers.

4. Consists of (i) 804,145 shares of common stock held by Toucan Capital Fund III, L.P., (ii) 4,311,784 shares of common stock held by Toucan Partners, LLC and (iii)5,634,658 shares of common stock held by Cognate BioServices, Inc. Ms. Powers has voting and dispositive power over the securities owned by Toucan Capital Fund III, L.P., Toucan Partners LLC and Cognate BioServices, Inc.

5. Includes (i) 1,096,627 shares of common stock underlying warrants held by Toucan Capital Fund III, L.P., (ii) 1,370,335 shares of common stock underlying currently exercisable warrants held by Toucan Partners, LLC and (iii) 1,437,500 shares of common stock underlying warrants held by Cognate BioServices, Inc. Ms. Powers has voting and dispositive power over the securities owned by Toucan Capital Fund III, L.P., Toucan Partners LLC and Cognate BioServices, Inc.

	/s/ Linda Powers	01/04/2013
	** 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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