Statement of Ownership (sc 13g)
January 10 2017 - 5:02PM
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. _)*
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).
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)
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)
16.1% (See Item 4)
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
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)
☒
(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)
16.1% (See Item 4)
|
12
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
SCHEDULE
13G
CUSIP
NO. 66737P600
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 (this “Schedule 13G”) is being filed jointly by Woodford Investment Management Ltd (the “Reporting
Person”) and Neil Woodford, the Head of Investment for the Reporting Person. The joint filing agreement of the Reporting
Person 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 Reporting Person and Mr. Woodford is 9400 Garsington Road, Oxford OX4 2HN, 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")
|
|
|
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:
|
|
(a)
|
Amount beneficially owned
:
|
The
members of the Group may be deemed to have beneficial ownership of 24,815,028 shares of Common Stock. Mr. Woodford, who by virtue
of acting as Head of Investments for the Reporting Person may be deemed to share beneficial ownership of the Common Stock with
the Reporting Person, expressly disclaims beneficial ownership of the Common Stock beneficially owned by the Reporting Person,
except to the extent of any pecuniary interest therein.
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 members of the Group hold approximately 16.1% 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: 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
|
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.
|
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.
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:
January 10, 2017
|
WOODFORD
INVESTMENT MANAGEMENT LTD
|
|
|
|
|
|
By:
|
/s/
Simon Osborne
|
|
|
Name:
|
Simon
Osborne
|
|
|
Title:
|
Head
of Compliance and Authorized Signatory
|
|
|
|
|
|
/s/
Neil Woodford
|
|
Neil
Woodford
|
This
Schedule 13G is being jointly filed by Woodford Investment Management Ltd (“WIM”) and Neil Woodford. WIM is an
investment manager, authorized and regulated by the Financial Conduct Authority, in the business of investment management.
Mr. Woodford serves as the Head of Investment for the Reporting Person. Mr. Woodford, as a controlling person of WIM, 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 WIM. Securities reported on this Schedule 13G as being beneficially owned by WIM were purchased on
behalf of its clients.
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: January
10, 2017
|
WOODFORD
INVESTMENT MANAGEMENT LTD
|
|
|
|
|
|
By:
|
/s/
Simon Osborne
|
|
|
Name:
|
Simon
Osborne
|
|
|
Title:
|
Head
of Compliance and Authorized Signatory
|
|
|
|
|
|
/s/
Neil Woodford
|
|
Neil
Woodford
|
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