Powers Linda F 4
4 · NORTHWEST BIOTHERAPEUTICS INC · Filed Mar 14, 2018
Insider Transaction Report
Form 4
Powers Linda F
Director10% Owner
Transactions
- Other
Series A Preferred Stock
2018-03-12+2,941,176→ 2,941,176 totalExercise: $0.00→ Common Stock (29,411,760 underlying) - Award
Convertible Note
2018-03-14From: 2018-03-14→ Series B Preferred Stock (1,739,130 underlying) - Award
Convertible Note
2018-03-14From: 2018-03-14→ Class D-2 Warrants (8,695,652 underlying) - Award
Class D-2 Warrants
2018-03-14+8,695,652→ 8,695,652 totalExercise: $0.30From: 2018-03-14→ Common Stock (8,695,652 underlying) - Other
Class D-1 Warrants
2018-03-12+29,411,760→ 29,411,760 totalExercise: $0.22→ Common Stock (29,411,760 underlying)
Footnotes (4)
- [F1]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.
- [F2]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.
- [F3]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.
- [F4]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.