0001144204-18-014763.txt : 20180314 0001144204-18-014763.hdr.sgml : 20180314 20180314210451 ACCESSION NUMBER: 0001144204-18-014763 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180312 FILED AS OF DATE: 20180314 DATE AS OF CHANGE: 20180314 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: 001-35737 FILM NUMBER: 18690869 MAIL ADDRESS: STREET 1: 7600 WISCONSIN AVENUE STREET 2: SUITE 700 CITY: BETHESDA STATE: MD ZIP: 20814 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: 4800 MONTGOMERY LANE STREET 2: SUITE 800 CITY: BETHESDA STATE: MD ZIP: 20814 BUSINESS PHONE: (240) 497-9024 MAIL ADDRESS: STREET 1: 4800 MONTGOMERY LANE STREET 2: SUITE 800 CITY: BETHESDA STATE: MD ZIP: 20814 4 1 tv488530_4.xml OWNERSHIP DOCUMENT X0306 4 2018-03-12 0 0001072379 NORTHWEST BIOTHERAPEUTICS INC NWBO 0001289624 Powers Linda F C/O NORTHWEST BIOTHERAPEUTICS, INC. 4800 MONTGOMERY LANE, SUITE 800 BETHESDA MD 20814 1 1 0 0 President and CEO Convertible Note 2018-03-14 4 A 0 4000000 A 2018-03-14 Series B Preferred Stock 1739130 4000000 D Convertible Note 2018-03-14 4 A 0 4000000 A 2018-03-14 Class D-2 Warrants 8695652 4000000 D Class D-2 Warrants 0.3 2018-03-14 4 A 0 8695652 A 2018-03-14 Common Stock 8695652 8695652 D Series A Preferred Stock 0 2018-03-12 4 J 0 2941176 A Common Stock 29411760 2941176 D Class D-1 Warrants 0.22 2018-03-12 4 J 0 29411760 A Common Stock 29411760 29411760 D The reporting person made a new loan of $4 million to the Company in the form of a note convertible into Series B Preferred Stock and Class D-2 Warrants. Approximately half of the Class D-2 Warrants are due and issuable when the loan is provided, and approximately half are due on a proportional basis in the event of conversion of some or all of the Note. The note bears interest at a rate of 10% per annum, and is repayable upon 15 days' notice from the holder (and no later than five years from the date of the Note). The conversion price is $2.30 for one share of Series B Preferred Stock and 5 Class D-2 Warrants. Each share of Series B Preferred Stock is convertible into 10 shares of common stock when such shares of common stock are authorized and available. The Class D-2 Warrants are not currently exercisable, will expire five years after they become exercisable and have an exercise price of $0.30. The reported transactions are exempt from Section 16(b) of the Exchange Act because the securities were received by the reporting person as payment of $5 million of debt previously contracted and owed by a third party to the reporting person (which was part of a larger debt previously contracted by the third party to the reporting person which was unpaid) as the third party was unable to make any repayment in cash. Convertible and exercisable when the Company has sufficient shares of common stock authorized and available. The Class D-1 Warrants are not currently exercisable and will expire two years after they become exercisable. A $5 million portion of a larger pre-existing debt owed by a third party to the reporting person was paid by assignment of this Series A Preferred Stock and Class D-1 Warrants to the reporting person as the third party was unable to make any repayment in cash. /s/ Linda F. Powers 2018-03-14