Sec Form 4 Filing - Powers Linda F @ NORTHWEST BIOTHERAPEUTICS INC - 2018-03-12

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 Powers Linda F 2. Issuer Name and Ticker or Trading Symbol NORTHWEST BIOTHERAPEUTICS INC [ NWBO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) C/O NORTHWEST BIOTHERAPEUTICS, INC., 4800 MONTGOMERY LANE, SUITE 800 3. Date of Earliest Transaction (MM/DD/YY) 03/12/2018 (Street) BETHESDA, MD20814 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

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 Convertible Note ( 1 ) 03/14/2018 A 03/14/2018 ( 1 ) Series B Preferred Stock 1,739,130 ( 1 ) ( 1 ) $ 4,000,000 ( 1 ) D Convertible Note ( 1 ) 03/14/2018 A 03/14/2018 ( 1 ) Class D-2 Warrants 8,695,652 ( 1 ) ( 1 ) $ 4,000,000 ( 1 ) D Class D-2 Warrants $ 0.3 03/14/2018 A 8,695,652 03/14/2018 ( 1 ) Common Stock 8,695,652 ( 1 ) 8,695,652 D Series A Preferred Stock $ 0 03/12/2018 J( 2 ) 2,941,176 ( 3 ) ( 3 ) Common Stock 29,411,760 ( 4 ) 2,941,176 D Class D-1 Warrants $ 0.22 03/12/2018 J( 2 ) 29,411,760 ( 3 ) ( 3 ) Common Stock 29,411,760 ( 4 ) 29,411,760 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Powers Linda F C/O NORTHWEST BIOTHERAPEUTICS, INC. 4800 MONTGOMERY LANE, SUITE 800 BETHESDA, MD20814 X President and CEO Signatures /s/ Linda F. Powers 03/14/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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. ( 3 )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. ( 4 )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.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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