-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ViY+SGqGs+dhHpR2c3Yrb2Q9Gwl1iXQJhy0Lfozhj8nr9aKoB8NLqFbmHBhik3Jl 5iksNJevMf6SBHLctc9YZA== 0001209191-07-039000.txt : 20070626 0001209191-07-039000.hdr.sgml : 20070626 20070626214249 ACCESSION NUMBER: 0001209191-07-039000 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070622 FILED AS OF DATE: 20070626 DATE AS OF CHANGE: 20070626 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHWEST BIOTHERAPEUTICS INC CENTRAL INDEX KEY: 0001072379 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 943306718 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 18701 120TH AVENUE NE STREET 2: SUITE 100 CITY: BOTHELL STATE: WA ZIP: 98011 BUSINESS PHONE: 4256083008 MAIL ADDRESS: STREET 1: 18701 120TH AVENUE NE STREET 2: SUITE 100 CITY: BOTHELL STATE: WA ZIP: 98011 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Toucan Partners, LLC CENTRAL INDEX KEY: 0001344441 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-33393 FILM NUMBER: 07942369 BUSINESS ADDRESS: STREET 1: 7600 WISCONSIN AVENUE STREET 2: SUITE 700 CITY: BETHESDA STATE: MD ZIP: 20814 BUSINESS PHONE: (240) 497-4060 MAIL ADDRESS: STREET 1: 7600 WISCONSIN AVENUE STREET 2: SUITE 700 CITY: BETHESDA STATE: MD ZIP: 20814 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Powers Linda F CENTRAL INDEX KEY: 0001289624 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-33393 FILM NUMBER: 07942370 BUSINESS ADDRESS: BUSINESS PHONE: 2404974060 MAIL ADDRESS: STREET 1: 7600 WISCONSIN AVENUE STREET 2: SUITE 700 CITY: BETHESDA STATE: MD ZIP: 20814 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Toucan General II, LLC CENTRAL INDEX KEY: 0001289627 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-33393 FILM NUMBER: 07942371 BUSINESS ADDRESS: STREET 1: 7600 WISCONSIN AVENUE STREET 2: SUITE 700 CITY: BETHESDA STATE: MD ZIP: 20814 BUSINESS PHONE: 2404974060 MAIL ADDRESS: STREET 1: 7600 WISCONSIN AVENUE STREET 2: SUITE 700 CITY: BETHESDA STATE: MD ZIP: 20814 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hemphill Robert F Jr. CENTRAL INDEX KEY: 0001289628 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-33393 FILM NUMBER: 07942372 BUSINESS ADDRESS: BUSINESS PHONE: 2404974060 MAIL ADDRESS: STREET 1: 7600 WISCONSIN AVENUE STREET 2: SUITE 700 CITY: BETHESDA STATE: MD ZIP: 20814 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Toucan Capital Fund II, LP CENTRAL INDEX KEY: 0001289580 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-33393 FILM NUMBER: 07942373 BUSINESS ADDRESS: STREET 1: 7600 WISCONSIN AVENUE STREET 2: SUITE 700 CITY: BETHESDA STATE: MD ZIP: 20814 BUSINESS PHONE: 2404974060 MAIL ADDRESS: STREET 1: 7600 WISCONSIN AVENUE STREET 2: SUITE 700 CITY: BETHESDA STATE: MD ZIP: 20814 4 1 doc4.xml FORM 4 SUBMISSION X0202 4 2007-06-22 0 0001072379 NORTHWEST BIOTHERAPEUTICS INC NWBT 0001289580 Toucan Capital Fund II, LP 7600 WISCONSIN AVENUE 7TH FLOOR BETHESDA MD 20814 0 0 1 0 0001289628 Hemphill Robert F Jr. 7600 WISCONSIN AVENUE 7TH FLOOR BETHESDA MD 20814 0 0 1 0 0001289627 Toucan General II, LLC 7600 WISCONSIN AVENUE 7TH FLOOR BETHESDA MD 20814 0 0 1 0 0001289624 Powers Linda F 7600 WISCONSIN AVENUE 7TH FLOOR BETHESDA MD 20814 1 0 1 0 0001344441 Toucan Partners, LLC 7600 WISCONSIN AVENUE SUITE 700 BETHESDA MD 20814 0 0 1 0 Common Stock 2007-06-22 4 C 0 2166667 A 2166667 I By fund Common Stock 2007-06-22 4 C 0 12844968 A 15011635 I By fund Common Stock 2007-06-22 4 J 0 4287851 A 19299486 I By fund Common Stock 2007-06-22 4 J 0 2572710 A 2572710 I By fund Series A Cumulative Convertible Preferred Stock 2007-06-22 4 C 0 32500000 0.04 D Common Stock 2166667 0 I By fund Series A-1 Cumulative Convertible Preferred Stock 2007-06-22 4 C 0 4816863 1.60 D Common Stock 12844968 0 I By fund Received on conversion of Series A Cumulative Convertible Preferred Stock ("Series A Preferred Stock"), which was convertible into common stock on a one-for-15 basis (after giving effect to the one-for-15 reverse stock split of common stock effected on June 19, 2007). Consists of shares held of record by Toucan Capital Fund II, L.P. ("Toucan Capital"). Toucan General II, LLC ("Toucan General") is the general partner of Toucan Capital. Linda Powers and Robert Hemphill, Jr. are managing directors of Toucan Capital and managing members of Toucan General. Each of the reporting persons disclaims beneficial ownership of the securities reported herein except to the extent of his, her or its respective pecuniary interests therein. Received on conversion of Series A-1 Cumulative Convertible Preferred Stock ("Series A-1 Preferred Stock"), which was convertible into common stock on a 40-for-15 basis (after giving effect to the one-for-15 reverse stock split of common stock effected on June 19, 2007). Effective June 22, 2007, under the terms of a Conversion Agreement with the Issuer, in connection with Toucan Capital's conversion of all of its shares of Series A Preferred Stock and Series A-1 Preferred Stock (in each case, excluding any accrued and unpaid dividends) into Common Stock, Toucan Capital agreed to eliminate a number of rights, preferences and protections associated with the Series A Preferred Stock and Series A-1 Preferred Stock, including the liquidation preference entitling Toucan Capital to certain substantial cash payments, in return for issuance by the Issuer of 4,287,851 additional shares of Common Stock to Toucan Capital. Pursuant to the Conversion Agreement, Toucan Partners agreed to eliminate all of its existing rights to receive Series A-1 Preferred Stock under certain notes and warrants (and thereafter to receive shares of Common Stock rather than shares of Series A-1 Preferred Stock), and the rights, preferences and protections associated with the Series A-1 Preferred Stock, including the liquidation preference that would entitle Toucan Partners to certain substantial cash payments, in return for issuance by the Issuer of 2,572,710 shares of Common Stock to Toucan Partners. Consists of shares held of record by Toucan Partners, LLC ("Toucan Partners"). Linda Powers is the managing member of Toucan Partners and Linda Powers and Robert Hemphill, Jr. are each members Toucan Partners and, as a result, Ms. Powers and Mr. Hemphill may be deemed to beneficially own the securities reported herein. Each of the reporting persons disclaims beneficial ownership of the securities reported herein except to the extent of his, her or its respective pecuniary interests therein. Convertible into common stock on a one-for-15 basis (after giving effect to the one-for-15 reverse stock split of common stock effected on June 19, 2007). The Series A Preferred Stock and the Series A-1 Preferred Stock were both immediately convertible at the election of the holder with no expiration date. Convertible into common stock on a 40-for-15 basis (after giving effect to the one-for-15 reverse stock split of common stock effected on June 19, 2007). Common Stock share numbers disclosed in this Form 4 reflect the one-for-15 reverse stock split of the Issuer's common stock effective June 19, 2007. /s/ Darren DeStefano, attorney-in-fact 2007-06-26 Darren DeStefano, attorney-in-fact 2007-06-26 Darren DeStefano, attorney-in-fact 2007-06-26 Darren DeStefano, attorney-in-fact 2007-06-26 Darren DeStefano, attorney-in-fact 2007-06-26 -----END PRIVACY-ENHANCED MESSAGE-----