Amended Statement of Ownership (sc 13g/a)
January 10 2017 - 5:01PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
13G
(Rule
13d-102)
INFORMATION
TO BE INCLUDED IN THE STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE
13d-2(b)
(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 22, 2016
(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).
CUSIP NO. 66737P600
|
SCHEDULE 13G
|
Page 2 of 6
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (Entities Only)
CF Woodford Equity Income Fund
|
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
18,316,679 shares of
Common Stock
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
18,316,679 shares of Common Stock
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
18,316,679 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)
11.9% (See Item 4)
|
12
|
TYPE OF REPORTING PERSON
OO
|
|
|
|
|
CUSIP NO. 66737P600
|
SCHEDULE 13G
|
Page
3 of 6
|
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
Amendment No. 2 to Schedule 13G is being filed on behalf of CF Woodford Equity Income Fund (the "Reporting Person").
The
principal business office of the Reporting Person is 40 Dukes Place, London, EC3A 7NH, United Kingdom. For citizenship, see Item
4 of the cover page.
Item 2(d).
|
Title of Class of Securities:
|
Common
Stock, par value $0.001 per share (the "Common Stock").
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);
|
|
(g)
|
☐
|
A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
|
CUSIP NO. 66737P600
|
SCHEDULE 13G
|
Page 4 of 6
|
|
(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:
|
(a)
Amount
beneficially owned
:
18,316,679
shares of Common Stock.
(b)
Percent
of class
:
Based
on 154,523,139 shares of Common Stock of the Issuer outstanding as of as of December 22, 2016, as reported in the Issuer’s
Current Report on Form 8-K, filed with the SEC on December 28, 2016, the Reporting Person holds approximately 11.9% of the issued
and outstanding Common Stock of the Issuer.
(c)
Number
of shares to which such person has
:
|
(i)
|
Sole
power to vote or direct the vote: 0
|
|
|
|
|
(ii)
|
Shared
power to vote or direct the vote: 18,316,679 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: 18,316,679 shares of Common Stock*
|
*This
statement is being filed on behalf of CF Woodford Equity Income Fund (the “Woodford Fund”). Woodford Investment Management
Ltd (“WIM”) is the Manager of the Woodford Fund, and may be deemed to be the beneficial owner of the shares of Common
Stock of the Issuer beneficially owned by the Woodford Fund. The Woodford Fund may also be deemed to be the beneficial owner of
such shares of Common Stock of the Issuer because the Management Agreement between the Woodford Fund and WIM may be terminated
at any time upon 60 days’ notice.
CUSIP NO. 66737P600
|
SCHEDULE 13G
|
Page
5 of 6
|
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.
|
Not
applicable.
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.
|
Not
applicable.
Item 9.
|
Notice of Dissolution of a Group.
|
Not
applicable.
By
signing below, I certify that, to the best of my knowledge and belief, the securities referred to above 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.
CUSIP NO. 66737P600
|
SCHEDULE 13G
|
Page
6 of 6
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated:
January 10, 2016
|
CF
WOODFORD EQUITY INCOME FUND
|
|
by:
Woodford Investment Management Ltd, its Manager
|
|
|
|
|
By:
|
/s/
Simon Osborne
|
|
Name:
|
Simon
Osborne
|
|
Title:
|
Head
of Compliance and
|
|
|
Authorized
Signatory
|
This
Amendment No. 2 to Schedule 13G is being filed on behalf of CF Woodford Equity Income Fund (the “Woodford Fund”).
Woodford Investment Management Ltd (“WIM”) is the Manager of the Woodford Fund, and has investment discretion over
securities held by the Woodford Fund.
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