Sec Form 4 Filing - Cognate Bioservices, Inc. @ NORTHWEST BIOTHERAPEUTICS INC - 2014-01-01

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) 01/01/2014 (Street) HANOVER, MD21076 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 Common stock, par value $0.001 per share ("Common Stock") ( 1 ) ( 3 ) 12/01/2013 P 277,199 A 10,043,749 D Common Stock ( 4 ) 12/31/2013 J 1,330,057 A 11,373,806 D Common Stock ( 5 ) 01/01/2014 P 238,248 A 11,612,054 D ( 2 ) Common Stock ( 6 ) 01/17/2014 P 5,101,366 A 16,713,420 D Common Stock ( 7 ) 01/31/2014 S 233,344 D $ 3.21 16,480,076 D Common Stock ( 8 ) 02/01/2014 P 500,000 A 16,980,076 D Common Stock ( 9 ) 02/01/2014 P 287,055 A 17,267,131 D Common Stock ( 7 ) 02/04/2014 S 233,344 D $ 3.21 17,033,787 D Common Stock ( 10 ) 02/07/2014 S 132,540 D $ 3.09 16,901,247 D Common Stock ( 10 ) 02/08/2014 S 79,630 D $ 3.09 16,821,617 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 Warrants ( 3 ) $ 4 12/01/2013 P 138,600 12/31/2013 12/31/2018 Common Stock 138,600 ( 3 ) 138,600 D Warrants ( 4 ) $ 4 12/31/2013 J 665,029 12/31/2013 12/31/2018 Common Stock 665,029 ( 4 ) 665,029 D Warrants ( 5 ) $ 4 01/01/2014 P 119,124 01/31/2014 01/31/2019 Common Stock 119,124 ( 5 ) 126,624 D Warrants ( 6 ) $ 4 01/17/2014 P 2,434,012 01/17/2014 01/17/2019 Common Stock 2,434,012 ( 6 ) 2,434,012 D Warrants ( 6 ) $ 3.2 01/17/2014 S 2,817,329 10/16/2012 10/16/2017 Common Stock 2,817,329 $ 3.18 2,817,329 D Warrants ( 6 ) $ 3.2 01/17/2014 S 374,670 11/30/2014 11/30/2017 Common Stock 374,670 $ 3.18 374,670 D Warrants ( 6 ) $ 3.2 01/17/2014 S 1,451,036 07/31/2015 07/31/2018 Common Stock 1,451,036 $ 3.18 1,451,036 D Warrants ( 6 ) $ 4 01/17/2014 S 111,521 10/31/2015 10/31/2018 Common Stock 111,521 $ 3.18 111,521 D Warrants ( 6 ) $ 4 01/17/2014 S 128,719 11/29/2015 11/29/2018 Common Stock 128,719 $ 3.18 128,719 D Warrants ( 6 ) $ 4 01/17/2014 S 138,600 12/31/2015 12/31/2018 Common Stock 138,600 $ 3.18 138,600 D Warrants ( 6 ) $ 4 01/17/2014 S 665,029 12/31/2015 12/31/2018 Common Stock 665,029 $ 3.18 665,029 D Warrants ( 6 ) $ 3.2 01/17/2014 P 2,817,329 01/17/2014 10/16/2020 Common Stock 2,817,329 $ 3.18 2,817,329 D Warrants ( 6 ) $ 3.2 01/17/2014 P 374,670 01/17/2014 11/30/2020 Common Stock 374,670 $ 3.18 374,670 D Warrants ( 6 ) $ 3.2 01/17/2014 P 1,451,036 01/17/2014 07/31/2021 Common Stock 1,451,036 $ 3.18 1,451,036 D Warrants ( 6 ) $ 4 01/17/2014 P 111,521 01/17/2014 10/31/2021 Common Stock 111,521 $ 3.18 111,521 D Warrants ( 6 ) $ 4 01/17/2014 P 128,719 01/17/2014 11/29/2021 Common Stock 128,719 $ 3.18 128,719 D Warrants ( 6 ) $ 4 01/17/2014 P 138,600 01/17/2014 12/31/2021 Common Stock 138,600 $ 3.18 138,600 D Warrants ( 6 ) $ 4 01/17/2014 P 665,029 01/17/2014 12/31/2021 Common Stock 665,029 $ 3.18 665,029 D Warrants ( 9 ) $ 4 02/28/2014 P 143,528 02/28/2014 02/28/2019 Common Stock 143,528 ( 9 ) 143,528 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cognate Bioservices, Inc. 7513 CONNELLEY DRIVE HANOVER, MD21076 X Toucan Capital Fund III, L.P. 4800 MONTGOMERY LANE, SUITE 800 BETHESDA, MD20814 X Toucan General II, LLC 4800 MONTGOMERY LANE, SUITE 800 BETHESDA, MD20814 X Toucan Partners, LLC 4800 MONTGOMERY LANE, SUITE 800 BETHESDA, MD20814 X Powers Linda F 4800 MONTGOMERY LANE, SUITE 800 BETHESDA, MD20814 X X Chairperson, CEO Hemphill Robert F Jr. 4800 MONTGOMERY LANE, SUITE 800 BETHESDA, MD20814 X Signatures Cognate Bioservices, Inc., by its director, /s/ Linda Powers 12/19/2014 Signature of Reporting Person Date Toucan Capital Fund III, L.P., by its managing director, /s/ Linda Powers 12/19/2014 Signature of Reporting Person Date Toucan General II, LLC, by its managing director, /s/ Linda Powers 12/19/2014 Signature of Reporting Person Date Toucan Partners, LLC, by its managing member, /s/ Linda Powers 12/19/2014 Signature of Reporting Person Date /s/ Linda Powers 12/19/2014 Signature of Reporting Person Date /s/ Robert Hemphill, Jr. 12/19/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting persons may be deemed to be members of a group beneficially owning 10% or more of the shares of common stock ("Common Shares") of Northwest Biotherapeutics, Inc. (the "Company") within the meaning of Section 13(d) of the Securities Exchange Act of 1934. Except as set forth herein, the reporting persons disclaim beneficial ownership of securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that such a group exists or that the reporting persons are the beneficial owner of the securities of such group for purposes of Section 16 or any other purpose. Toucan General II, LLC ("Toucan GP") is the general partner of Toucan Capital Fund III, L.P. ("Toucan Capital" or "Fund III"). ( 2 )By Cognate Bioservices, Inc. ("Cognate"). ( 3 )On December 1, 2013, Cognate agreed to convert $1,108,797.24 of the Company's outstanding accounts payable owed to Cognate in exchange for 277,199 Common Shares and warrants to purchase 138,600 Common Shares at an exercise price of $4.00. ( 4 )On December 31, 2013, Cognate agreed to convert $5,320,228 of the Company's outstanding accounts payable owed to Cognate in exchange for 1,330,057 Common Shares and warrants to purchase 665,029 Common Shares at an exercise price of $4.00. ( 5 )On January 1, 2014, the Company became obligated to convert $1,012,992.36 of the Company's outstanding accounts payable owed to Cognate in exchange for 238,248 Common Shares and warrants to purchase 119,124 Common Shares at an exercise price of $4.00. ( 6 )On January 17, 2014, in connection with certain agreements with Cognate, the Company issued one time initiation payments of 5,101,366 Common Shares and warrants to purchase 2,434,012 Common Shares at an exercise price of $4.00. Also on such date, the Company agreed to extend the exercise period of all current and post warrants held by Cognate for three years from their original expiration date. ( 7 )On each of January 31, 2014 and February 4, 2014, Cognate distributed 233,344 Common Shares to a third party to settle a $1.5 million debt. ( 8 )On February 1, 2014, the Company became obligated to issue Cognate 500,000 Common Shares as payment for certain milestones. ( 9 )On February 1, 2014, the Company became obligated to convert $1,148,220.36 of the Company's outstanding accounts payable owed to Cognate in exchange for 287,055 Common Shares and warrants to purchase 143,528 Common Shares at an exercise price of $4.00. ( 10 )On February 7, 2014, Cognate awarded or transferred 132,540 Common Shares to a consultant and on February 8, 2014, Cognate awarded or transferred 79,630 Common Shares to an employee.

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