NORTHWEST BIOTHERAPEUTICS INC 4

Accession 0001209191-05-050760

$NWBOCIK 0001072379operating

View on SEC.gov Company Profile

Filed

Oct 4, 8:00 PM ET

Accepted

Oct 5, 8:52 AM ET

Size

64.9 KB

Accession

0001209191-05-050760

Insider Transaction Report

Form 4

Period: 2005-09-30

NORTHWEST BIOTHERAPEUTICS INCNWBT

Robertson Bruce C

10% Owner

Transactions

Other
10% Convertible Secured Promissory Note
2005-09-30$475000.00/sh→ 0 total(indirect: By fund)
Exercise: $0.04From: 2004-06-11Exp: 2005-11-01→ Common Stock (12,500,000 underlying)
Other
Warrant
2005-09-30$20000.00/sh−20,000,000$400,000,000,000→ 0 total(indirect: By fund)
Exercise: $0.04From: 2004-07-30Exp: 2011-07-30→ Common Stock (20,000,000 underlying)
Other
Warrant
2005-09-30$25000.00/sh−30,000,000$750,000,000,000→ 0 total(indirect: By fund)
Exercise: $0.01From: 2004-06-11Exp: 2011-06-11→ Common Stock (30,000,000 underlying)
Other
Warrant
2005-09-30$4500.00/sh−4,500,000$20,250,000,000→ 0 total(indirect: By fund)
Exercise: $0.04From: 2005-04-12Exp: 2012-04-12→ Common Stock (4,500,000 underlying)
Other
Warrant
2005-09-30$2500.00/sh−2,500,000$6,250,000,000→ 0 total(indirect: By fund)
Exercise: $0.04From: 2004-12-27Exp: 2011-12-27→ Common Stock (2,500,000 underlying)
Other
10% Convertible Secured Promissory Notes
2005-09-30$570000.00/sh→ 0 total(indirect: By fund)
Exercise: $0.04From: 2004-04-26Exp: 2005-11-01→ Common Stock (15,000,000 underlying)
Other
Warrant
2005-09-30$30000.00/sh−36,000,000$1,080,000,000,000→ 0 total(indirect: By fund)
Exercise: $0.01From: 2004-04-26Exp: 2011-04-26→ Common Stock (36,000,000 underlying)
Other
Preferred Stock Warrant
2005-09-30−13,000,000→ 0 total(indirect: By fund)
Exercise: $0.04From: 2005-01-26Exp: 2012-01-26→ Common Stock (13,000,000 underlying)
Other
Series A Cumulative Convertible Preferred Stock
2005-09-30$0.04/sh−32,500,000$1,300,000→ 0 total(indirect: By fund)
From: 2005-01-26→ Common Stock (32,500,000 underlying)
Other
Warrant
2005-09-30$5000.00/sh−5,000,000$25,000,000,000→ 0 total(indirect: By fund)
Exercise: $0.04From: 2004-10-22Exp: 2011-10-22→ Common Stock (5,000,000 underlying)

Footnotes (9)

[F1]Represents the termination of the Reporting Person's beneficial ownership in the securities reported herein which occurred by virtue of the separation, in all capacities, of the Reporting Person from his affiliation with Toucan Capital Fund II, L.P. ("Toucan Capital") which occurred on September 30, 2005. In the Reporting Person's prior reports, he reported beneficial ownership of the securities reported herein jointly with Toucan Capital, Toucan General II, LLC ("Toucan General"), Toucan Management, LLC ("Toucan Management"), Linda F. Powers and Robert F. Hemphill, Jr. All securities reported herein continue to be held of record by Toucan Capital and the events reported herein have no bearing on the reports filed by Toucan Capital, Toucan General, Toucan Management, Ms. Powers or Mr. Hemphill or the benficial ownership of such persons in the securities reported therein.
[F2]The promissory note is convertible into any debt or equity security authorized for issuance by the Issuer (currently Common Stock and Series A Cumulative Convertible Preferred Stock ("Series A Stock")).
[F3]Excludes shares issuable upon conversion of accrued interest on the note.
[F4]Consists of securities held of record by Toucan Capital. Toucan General is the general partner of Toucan Capital. Toucan Management provides managerial assistance on behalf of Toucan General to Toucan Capital pursuant to a management contract. The Reporting Person is a former managing director of Toucan Capital, a former managing member of Toucan General, a former managing member of Toucan Management and a former member of the investment committee of Toucan Capital. As a result, prior to the termination of the Reporting Person's service in these capacities, he may have been deemed to be the beneficial owner of securities held of record by Toucan Capital. In prior reports, the Reporting Person disclaimed beneficial ownership of all securities reported therein except to the extent of his pecuniary interest therein.
[F5]The warrant is exercisable for any debt or equity security authorized for issuance by the Issuer (currently Common Stock and Series A Stock).
[F6]The Series A Stock is currently convertible into Common Stock on a one-for-one basis, subject to potential adjustment upon the occurrence of certain dilutive issuances by the Issuer.
[F7]The preferred stock has no expiration date.
[F8]This warrant is exercisable for 32,500,000 shares of Series A Stock, which are presently convertible into Common Stock on a one-for-one basis.
[F9]Pursuant to the terms of a purchase agreement dated January 26, 2005, this warrant was purchased in connection with the Series A Stock. Other than the purchase price of the Series A Stock, no separate consideration was provided for this warrant.

Documents

1 file

4
doc4.xmlPrimary
FORM 4 SUBMISSION

Issuer

NORTHWEST BIOTHERAPEUTICS INC

CIK 0001072379

→

Entity typeoperating

IncorporatedDE

Related Parties

filerCIK 0001072379

Filing Metadata

Form type: 4
Filed: Oct 4, 8:00 PM ET
Accepted: Oct 5, 8:52 AM ET
Size: 64.9 KB

View on SEC.gov