Amended Statement of Ownership (sc 13g/a)
September 11 2017 - 2:41PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. 1)*
Northwest Biotherapeutics, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
66737P600
(CUSIP Number)
August 31, 2017
(Date of Event Which Requires Filing of
this Statement)
Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
☒ Rule 13d-1(b)
☐ Rule 13d-1(c)
☐ Rule 13d-1(d)
*The remainder of this cover page shall
be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder
of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
SCHEDULE 13G
CUSIP NO. 66737P600
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Woodford Investment Management Ltd
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
þ
(b)
☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
24,815,028 shares of Common Stock
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
24,815,028 shares of Common Stock
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,815,028 shares of Common Stock
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES ☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.4% (See Item 4)
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12
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TYPE OF REPORTING PERSON
FI
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SCHEDULE 13G
CUSIP NO. 66737P600
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Neil Woodford
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
☒
(b)
☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
24,815,028 shares of Common Stock
|
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
24,815,028 shares of Common Stock
|
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,815,028 shares of Common Stock
|
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES ☐
|
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.4% (See Item 4)
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12
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TYPE OF REPORTING PERSON
IN
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SCHEDULE 13G
CUSIP NO. 66737P600
This Amendment No. 1 amends and restates in its entirety the
Schedule 13G previously filed by Woodford Investment Management Ltd and Neil Woodford (this “Schedule 13G”).
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Item 1(a).
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Name of Issuer:
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Northwest Biotherapeutics, Inc. (the "Issuer")
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Item 1(b).
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Address of Issuer's Principal Executive Offices:
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4800 Montgomery Lane, Suite 800
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Bethesda, MD 20814
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Items 2(a),
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(b) and (c).
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Name of Persons Filing
,
Address of Principal Business Office and Citizenship:
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This Schedule 13G is being filed jointly by Woodford Investment Management Ltd (the “Manager”) and Neil Woodford, the Head of Investment for the Manager. The joint filing agreement of the Manager and Mr. Woodford is attached as Exhibit 1 to this Schedule 13G. The filers of this statement are collectively referred to herein as the “Group.”
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The principal business office of the Manager and Mr. Woodford is 9400 Garsington Road, Oxford OX4 2HN, United Kingdom. For the place of organization of the Manager and the citizenship of Mr. Woodford, see Item 4 of their respective cover pages.
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Item 2(d).
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Title of Class of Securities:
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Common Stock, par value $0.001 per share (the "Common Stock")
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Item 2(e).
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CUSIP Number:
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66737P600
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Item 3.
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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☐
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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☐
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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☐
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. ☐ 78c).
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(d)
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☐
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
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(e)
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☐
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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☐
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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SCHEDULE 13G
CUSIP NO. 66737P600
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(g)
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☐
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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☐
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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☐
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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☐
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).
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(k)
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☒
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Group, in accordance with §240.13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in
accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: The Manager is eligible to file pursuant
to §240.13d-1(b)(1)(ii)(J) and is an investment manager authorized and regulated by the Financial Conduct Authority of the
United Kingdom which is comparable to the regulatory scheme applicable to the investment advisers covered by Item 3(e) above. See
Exhibit 1 for the identification and classification of each member of the Group.
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(a)
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Amount beneficially owned
:
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Each member of the Group may be
deemed to have beneficial ownership of 24,815,028 shares of Common Stock. Mr. Woodford, who, as Head of Investments for the Manager,
may be deemed to share beneficial ownership of the Common Stock with the Manager, expressly disclaims beneficial ownership of the
Common Stock beneficially owned by the Manager, except to the extent of any pecuniary interest therein.
Based on 295,253,044 shares of
Common Stock of the Issuer outstanding as of August 21, 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q,
filed with the SEC on August 21, 2017, each member of the Group beneficially owns approximately 8.4% of the issued and outstanding
Common Stock of the Issuer.
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(c)
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Number of shares to which each member of the Group has
:
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(i)
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Sole power to vote or direct the vote: 0
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(ii)
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Shared power to vote or direct the vote: 24,815,028 shares of Common Stock*
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(iii)
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Sole power to dispose or to direct the disposition of: 0
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(iv)
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Shared power to dispose of or direct the disposition of: 24,815,028 shares of Common Stock*
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* The Manager is the investment manager of CF Woodford Equity
Income Fund (the “Woodford Fund”). Pursuant to a Management Agreement between the Woodford Fund and the Manager (the
“Management Agreement”), the Manager has investment discretion and voting power over securities held of record by the
Woodford Fund, including the Common Stock. As a result, the Manager may be deemed to be the beneficial owner of such Common Stock.
Mr. Woodford is the Head of Investment for the Manager, and as such, may be deemed to beneficially own the Common Stock beneficially
owned by the Manager, and expressly disclaims such beneficial ownership except to the extent of any pecuniary interest therein.
The Woodford Fund may also be deemed to be the beneficial owner of such Common Stock because the Management Agreement may be terminated
by the Woodford Fund at any time upon 60 days’ notice.
SCHEDULE 13G
CUSIP NO. 66737P600
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Not applicable.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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The Manager is an investment manager and the funds
managed by it have the right to receive and the power to direct the receipt of dividends or the profits from the sale of such securities.
The Woodford Fund beneficially owns more than 5% of the of the issued and outstanding Common Stock of the Issuer (see Item 4).
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported By the Parent Holding Company.
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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See Exhibit 1.
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Item 9.
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Notice of Dissolution of a Group.
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Not applicable.
By signing below each member
of the Group certifies that, to the best of his or its knowledge and belief, (i) the securities referred to above were acquired
and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with
or as a participant in any transaction having that purpose or effect and (ii) the foreign regulatory scheme applicable to investment
managers authorized and regulated by the Financial Conduct Authority of the United Kingdom is substantially comparable to the
regulatory scheme applicable to the functionally equivalent U.S. institution(s). Each member of the Group also undertakes to furnish
to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.
SCHEDULE 13G
CUSIP NO. 66737P600
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete
and correct.
Dated: September 11, 2017
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WOODFORD INVESTMENT MANAGEMENT LTD
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By:
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/s/ Chris Martin
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Name:
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Chris Martin
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Title:
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Head of Compliance and Authorized Signatory
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/s/ Neil Woodford
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Neil Woodford
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This Schedule 13G is being jointly filed
by the Group. The Manager is an investment manager, authorized and regulated by the Financial Conduct Authority of the United Kingdom,
in the business of investment management. Mr. Woodford serves as the Head of Investment for the Manager. Mr. Woodford, as a controlling
person of the Manager, may be deemed to have beneficial ownership under Section 13 of the Securities Exchange Act of 1934, as amended,
of the securities beneficially owned by the Manager. Securities reported on this Schedule 13G as being beneficially owned by the
Group were purchased on behalf of a client of the Manager.
Pursuant to Rule 13d-4, Mr. Woodford
declares that the filing of this Schedule 13G shall not be deemed an admission by him that he is, for the purposes of Section 13
of the Securities Exchange Act of 1934, as amended, the beneficial owner of any securities covered by this Schedule 13G.
SCHEDULE 13G
CUSIP NO. 66737P600
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with
Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf
of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of the Issuer and
further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings.
Dated: September 11, 2017
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WOODFORD INVESTMENT MANAGEMENT LTD
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By:
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/s/ Chris Martin
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Name:
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Chris Martin
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Title:
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Head of Compliance and Authorized Signatory
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/s/ Neil Woodford
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Neil Woodford
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IDENTIFICATION AND CLASSIFICATION OF
MEMBERS OF THE GROUP
The Group filing this Schedule 13G is comprised of Woodford
Investment Management Ltd and Neil Woodford, its Head of Investment.
Item 3 Classification
:
Woodford Investment Management Ltd: A non-U.S. institution
in accordance with §240.13d-1(b)(1)(ii)(J).
Neil Woodford: A parent holding company or control person in
accordance with § 240.13d-1(b)(1)(ii)(G).
8
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