Sec Form 4 Filing - Toucan Capital Fund II, LP @ NORTHWEST BIOTHERAPEUTICS INC - 2006-04-17

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 Toucan Capital Fund II, LP 2. Issuer Name and Ticker or Trading Symbol NORTHWEST BIOTHERAPEUTICS INC [ NWBT] 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) 7600 WISCONSIN AVENUE, 7TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 04/17/2006 (Street) BETHESDA, MD20814 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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

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 10% Convertible Secured Promissory Notes $ 1.6 ( 1 ) 04/17/2006 C ( 2 ) 06/01/2006 Series A-1 Stock 454,439 $ 570,000 $ 0 I By Fund ( 3 ) 10% Convertible Secured Promissory Note $ 1.6 ( 1 ) 04/17/2006 C ( 2 ) 06/01/2006 Series A-1 Stock 372,795 $ 475,000 $ 0 I By Fund ( 3 ) 10% Convertible Secured Promissory Note $ 1.6 ( 1 ) 04/17/2006 C ( 2 ) 06/01/2006 Series A-1 Stock 1,472,226 $ 1,980,000 $ 0 I By Fund ( 3 ) 10% Convertible Secured Promissory Note $ 1.6 ( 1 ) 04/17/2006 C ( 2 ) 06/01/2006 Series A-1 Stock 360,079 $ 495,000 $ 0 I By Fund ( 3 ) 10% Convertible Secured Promissory Note $ 1.6 ( 1 ) 04/17/2006 C ( 2 ) 06/01/2006 Series A-1 Stock 358,484 $ 495,000 $ 0 I By Fund ( 3 ) 10% Convertible Secured Promissory Note $ 1.6 ( 1 ) 04/17/2006 C ( 2 ) 06/01/2006 Series A-1 Stock 176,964 $ 247,500 $ 0 I By Fund ( 3 ) 10% Convertible Secured Promissory Note $ 1.6 ( 1 ) 04/17/2006 C ( 2 ) 06/01/2006 Series A-1 Stock 309,846 $ 445,500 $ 0 I By Fund ( 3 ) 10% Convertible Secured Promissory Note $ 1.6 ( 1 ) 04/17/2006 C ( 2 ) 06/01/2006 Series A-1 Stock 307,349 $ 445,500 $ 0 I By Fund ( 3 ) 10% Convertible Secured Promissory Note $ 1.6 ( 1 ) 04/17/2006 C ( 2 ) 06/16/2006 Series A-1 Stock 338,483 $ 495,000 $ 0 I By Fund ( 3 ) 10% Convertible Secured Promissory Note $ 1.6 ( 1 ) 04/17/2006 C ( 2 ) 07/26/2006 Series A-1 Stock 334,968 $ 495,000 $ 0 I By Fund ( 3 ) 10% Convertible Secured Promissory Note $ 1.6 ( 1 ) 04/17/2006 C ( 2 ) 09/07/2006 Series A-1 Stock 331,230 $ 495,000 $ 0 I By Fund ( 3 ) Series A-1 Cumulative Convertible Preferred Stock ( 4 ) 04/17/2006 C 4,816,863 ( 4 ) ( 5 ) Common Stock 192,674,525 $ 1.6 4,816,863 I By Fund ( 3 )

Reporting Owners Reporting Owne r Name / Address Relationships Director 10% Owner Officer Other Toucan Capital Fund II, LP 7600 WISCONSIN AVENUE 7TH FLOOR BETHESDA, MD20814 X Hemphill Robert F Jr. 7600 WISCONSIN AVENUE 7TH FLOOR BETHESDA, MD20814 X Toucan General II, LLC 7600 WISCONSIN AVENUE 7TH FLOOR BETHESDA, MD20814 X Toucan Management, LLC 7600 WISCONSIN AVENUE 7TH FLOOR BETHESDA, MD20814 X Powers Linda F 7600 WISCONSIN AVENUE 7TH FLOOR BETHESDA, MD20814 X Signatures /s/ Darren DeStefano, attorney-in-fact 04/19/2006 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Principal and accrued interest on the 10% Convertible Secured Promissory Notes reported herein (the "Notes") issued to Toucan Capital Fund II, L.P. ("Toucan Capital") were convertible into any class or series of equity security of the Issuer at $0.04 per share (common stock equivalent). On April 17, 2006, the Notes were converted into Series A-1 Cumulative Convertible Preferred Stock ("Series A-1 Stock") at a conversion price of $1.60 per share of Series A-1 Stock (the economic equivalent of $0.04 per share of common stock, as each share of Series A-1 Stock is currently convertible into 40 shares of common stock, subject to potential adjustment upon the occurrence of certain dilutive issuances by the Issuer). ( 2 )The aggregate principal amount of, and accrued interest on, the Note is immediately convertible at the option of Toucan Capital. ( 3 )Consists of securities held directly by Toucan Capital. Toucan General II, LLC ("Toucan General") is the general partner of Toucan Capital. Toucan Management, LLC ("Toucan Management") provides managerial assistance on behalf of Toucan General pursuant to a management contract. Linda Powers and Robert Hemphill, Jr. are managing directors of Toucan Capital, managing members of Toucan General and Toucan Management, and members of the investment committee of Toucan Capital. 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. ( 4 )The Series A-1 Stock is immediately convertible at the election of the holder into common stock on the basis of 40 shares of common stock per share of Series A-1 Stock, subject to potential adjustment upon the occurrence of certain dilutive issuances by the Issuer. ( 5 )The Series A-1 Stock has no expiration 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).

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