Amended Statement of Ownership (sc 13g/a)
September 11 2017 - 2:46PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 3)*
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).
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)
6.2%
(See Item 4)
|
12
|
TYPE
OF REPORTING PERSON
FI
|
|
|
|
|
CUSIP
NO. 66737P600
|
SCHEDULE
13G
|
Page
3 of 6
|
This
Amendment No. 3 amends and restates in its entirety the Schedule 13G previously filed by CF Woodford Equity Income Fund (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 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 the place of organization,
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:
The Reporting Person is eligible to file pursuant to §240.13d-1(b)(1)(ii)(J) and is an investment company authorized
and regulated by the Financial Conduct Authority of the United Kingdom which is comparable to the regulatory scheme applicable
to the investment companies covered by Item 3(d) above.
|
|
(a)
|
Amount beneficially owned
:
|
18,316,679
shares of Common Stock.
Based
on 295,253,044 shares of Common Stock of the Issuer outstanding as of August 21, 2017, as reported in the Issuer’s Current
Report on Form 10-Q, filed with the SEC on August 21, 2017, the Reporting Person beneficially owns approximately 6.2% 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 (the “Manager”) is the Manager 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. Neil 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. 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.
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, (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 companies 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). I also undertake to furnish to the Commission staff, upon request, information
that would otherwise be disclosed in a Schedule 13D.
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:
September 11, 2017
|
CF
WOODFORD EQUITY INCOME FUND
|
|
by:
Woodford Investment Management Ltd, its Manager
|
|
|
|
|
By:
|
/s/
Chris Martin
|
|
Name:
|
Chris
Martin
|
|
Title:
|
Head
of Compliance and
|
|
|
Authorized
Signatory
|
This
Schedule 13G is being filed by the Woodford Fund.
Woodford Investment Management Ltd
is the Manager of the Woodford Fund,
and pursuant to the Management Agreement, has investment discretion and voting power over securities held of record by the Woodford
Fund, including the Common Stock.
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