Amended Statement of Ownership (sc 13g/a)
February 13 2018 - 5:02PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)*
Northwest
Biotherapeutics, Inc.
(Name
of Issuer)
Common
Stock, par value $0.001 per share
(Title
of Class of Securities)
66737P600
(CUSIP
Number)
December
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
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Woodford
Investment Management Ltd
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒
(b) ☐
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
Kingdom
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
6
|
SHARED
VOTING POWER
24,815,028
shares of Common Stock
|
7
|
SOLE
DISPOSITIVE POWER
0
|
8
|
SHARED
DISPOSITIVE POWER
24,815,028 shares of Common Stock
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,815,028
shares of Common Stock
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.9%
(See Item 4)
|
12
|
TYPE
OF REPORTING PERSON
FI
|
|
|
|
|
SCHEDULE
13G
CUSIP
NO. 66737P600
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Neil
Woodford
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
þ
(b) ☐
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
Kingdom
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
6
|
SHARED
VOTING POWER
24,815,028
shares of Common Stock
|
7
|
SOLE
DISPOSITIVE POWER
0
|
8
|
SHARED
DISPOSITIVE POWER
24,815,028 shares of Common Stock
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,815,028
shares of Common Stock
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.9%
(See Item 4)
|
12
|
TYPE
OF REPORTING PERSON
IN
|
|
|
|
|
SCHEDULE
13G
CUSIP
NO. 66737P600
This
Amendment No. 2 amends and restates in its entirety the Schedule 13G previously filed by Woodford Investment Management Ltd and
Neil Woodford (this “Schedule 13G”).
Item
1(a).
|
Name
of Issuer:
|
|
|
|
Northwest
Biotherapeutics, Inc. (the "Issuer")
|
|
|
Item
1(b).
|
Address
of Issuer's Principal Executive Offices:
|
|
|
|
4800
Montgomery Lane, Suite 800
|
|
Bethesda,
MD 20814
|
|
|
Items
2(a),
|
|
(b)
and (c).
|
Name
of Persons Filing
,
Address of Principal Business Office and Citizenship:
|
|
|
|
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.”
|
|
|
|
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.
|
|
|
Item
2(d).
|
Title
of Class of Securities:
|
|
|
|
Common
Stock, par value $0.001 per share (the "Common Stock")
|
|
|
Item
2(e).
|
CUSIP
Number:
|
|
|
|
66737P600
|
Item
3.
|
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:
|
|
(a)
|
☐
|
Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o).
|
|
(b)
|
☐
|
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
|
|
(c)
|
☐
|
Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. ☐ 78c).
|
|
(d)
|
☐
|
Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
|
|
(e)
|
☐
|
An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
|
|
(f)
|
☐
|
An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
|
SCHEDULE
13G
CUSIP
NO. 66737P600
|
(g)
|
☐
|
A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
|
|
(h)
|
☐
|
A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
(i)
|
☐
|
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);
|
|
(j)
|
☐
|
A
non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).
|
|
(k)
|
☒
|
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.
|
|
(a)
|
Amount
beneficially owned
:
|
|
|
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 315,858,713 shares of Common Stock of the Issuer outstanding as of November 20, 2017, as reported in the Issuer’s Quarterly
Report on Form 10-Q, filed with the SEC on November 20, 2017, each member of the Group beneficially owns approximately 7.9% of
the issued and outstanding Common Stock of the Issuer.
|
|
(c)
|
Number
of shares to which each member of the Group has
:
|
|
(i)
|
Sole
power to vote or direct the vote: 0
|
|
|
|
|
(ii)
|
Shared
power to vote or direct the vote: 24,815,028 shares of Common Stock*
|
|
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of: 0
|
|
|
|
|
(iv)
|
Shared
power to dispose of or direct the disposition of: 24,815,028 shares of Common Stock*
|
*
The Manager is the investment manager of CF Woodford Equity Income Fund (the “Woodford Fund”), providing services
to the Woodford Fund and Capita Financial Managers Limited, the operator of 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 is also a beneficial owner of such Common Stock because,
pursuant to the terms of the Management Agreement, it may give the Manager disposition and voting instructions for the Woodford
Fund’s securities, including the Common Stock. Furthermore, the Management Agreement may be terminated by the Woodford Fund
at any time upon 60 days’ notice.
SCHEDULE
13G
CUSIP
NO. 66737P600
Item
5.
|
Ownership
of Five Percent or Less of a Class.
|
Not
applicable.
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another Person.
|
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).
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported By the Parent Holding Company.
|
Not
applicable.
Item
8.
|
Identification
and Classification of Members of the Group.
|
See
Exhibit 1.
Item
9.
|
Notice
of Dissolution of a Group.
|
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:
February 13, 2018
|
WOODFORD
INVESTMENT MANAGEMENT LTD
|
|
|
|
|
|
By:
|
/s/
Chris Martin
|
|
|
Name:
|
Chris
Martin
|
|
|
Title:
|
Head
of Compliance and Authorized Signatory
|
|
/s/ Neil Woodford
|
|
Neil Woodford
|
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: February
13, 2018
|
WOODFORD INVESTMENT MANAGEMENT LTD
|
|
|
|
By:
|
/s/ Chris Martin
|
|
|
Name:
|
Chris Martin
|
|
|
Title:
|
Head of Compliance and Authorized Signatory
|
|
/s/ Neil Woodford
|
|
Neil Woodford
|
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).
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