Sec Form 4 Filing - Cognate Bioservices, Inc. @ NORTHWEST BIOTHERAPEUTICS INC - 2015-06-30

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Cognate Bioservices, Inc.
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)
(Last) (First) (Middle)
7513 CONNELLEY DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
06/30/2015
(Street)
HANOVER, MD21076
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Cognate Bioservices, Inc.
7513 CONNELLEY DRIVE
HANOVER, MD21076
X
Signatures
Cognate BioServices, Inc., by its Director, /s/ Linda Powers 07/02/2015
Signature of Reporting Person Date
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..

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