Sec Form 4 Filing - Powers Linda F @ NORTHWEST BIOTHERAPEUTICS INC - 2018-12-27

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 X __ 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) 12/27/2018 (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 Restricted Common Stock, par value $0.001 12/28/2018 S 804,146 ( 1 ) D $ 0.17 0 I Sale by Toucan Capital Fund III, LP. Restricted Common Stock, par value $0.001 12/27/2018 S 3,558,639 ( 2 ) D $ 0.17 29,411,760 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 Class D-2 Warrants $ 0.3 12/28/2018 S 402,073 05/04/2018 05/04/2023 Common Stock, par value $0.001 402,073 $ 0 0 I Sale by Toucan Capital Fund III, LP. Class D-2 Warrants $ 0.3 12/27/2018 S 1,779,320 05/04/2018 05/04/2023 Common Stock, par value $0.001 1,779,320 $ 0 0 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 X President and CEO Signatures /s/ Linda F. Powers 01/29/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Toucan Capital Fund III, LP sold the 804,146 restricted shares of common stock that it owned, in preparation for the required dissolution due to the Toucan Fund reaching the end of its contractual term. The reporting person has management control as well as a partnership interest in the Toucan Fund. ( 2 )The reporting party sold shares of restricted common stock.

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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