Sec Form 4 Filing - Robertson Bruce C @ NORTHWEST BIOTHERAPEUTICS INC - 2005-09-30

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Robertson Bruce C
2. Issuer Name and Ticker or Trading Symbol
NORTHWEST BIOTHERAPEUTICS INC [ NWBT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
13905 LITTLE TREE COURT
3. Date of Earliest Transaction (MM/DD/YY)
09/30/2005
(Street)
ROCKVILLE, MD20850
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
10% Convertible Secured Promissory Notes $ 0.04 09/30/2005 J( 1 ) 04/26/2004 11/01/2005 Common Stock ( 2 ) 15,000,000 ( 3 ) $ 570,000 0 I By fund ( 4 )
Warrant $ 0.01 09/30/2005 J( 1 ) 36,000,000 04/26/2004 04/26/2011 Common Stock ( 5 ) 36,000,000 $ 30,000 0 I By fund ( 4 )
10% Convertible Secured Promissory Note $ 0.04 09/30/2005 J( 1 ) 06/11/2004 11/01/2005 Common Stock ( 2 ) 12,500,000 ( 3 ) $ 475,000 0 I By fund ( 4 )
Warrant $ 0.01 09/30/2005 J( 1 ) 30,000,000 06/11/2004 06/11/2011 Common Stock ( 5 ) 30,000,000 $ 25,000 0 I By fund ( 4 )
10% Convertible Secured Promissory Note $ 0.04 09/30/2005 J( 1 ) 07/30/2004 11/01/2005 Common Stock ( 2 ) 50,000,000 ( 3 ) $ 1,980,000 0 I By fund ( 4 )
Warrant $ 0.04 09/30/2005 J( 1 ) 20,000,000 07/30/2004 07/30/2011 Common Stock ( 5 ) 20,000,000 $ 20,000 0 I By fund ( 4 )
10% Convertible Secured Promissory Note $ 0.04 09/30/2005 J( 1 ) 10/22/2004 11/01/2005 Common Stock ( 2 ) 12,500,000 ( 3 ) $ 495,000 0 I By fund ( 4 )
Warrant $ 0.04 09/30/2005 J( 1 ) 5,000,000 10/22/2004 10/22/2011 Common Stock ( 5 ) 5,000,000 $ 5,000 0 I By fund ( 4 )
10% Convertible Secured Promissory Note $ 0.04 09/30/2005 J( 1 ) 11/10/2004 11/10/2005 Common Stock ( 2 ) 12,500,000 ( 3 ) $ 495,000 0 I By fund ( 4 )
Warrant $ 0.04 09/30/2005 J( 1 ) 5,000,000 11/10/2004 11/10/2011 Common Stock ( 5 ) 5,000,000 $ 5,000 0 I By fund ( 4 )
10% Convertible Secured Promissory Note $ 0.04 09/30/2005 J( 1 ) 12/27/2004 12/27/2005 Common Stock ( 2 ) 6,250,000 ( 3 ) $ 247,500 0 I By fund ( 4 )
Warrant $ 0.04 09/30/2005 J( 1 ) 2,500,000 12/27/2004 12/27/2011 Common Stock ( 5 ) 2,500,000 $ 2,500 0 I By fund ( 4 )
10% Convertible Secured Promissory Note $ 0.04 09/30/2005 J( 1 ) 04/12/2005 04/12/2006 Common Stock ( 2 ) 11,250,000 ( 3 ) $ 445,500 0 I By fund ( 4 )
Warrant $ 0.04 09/30/2005 J( 1 ) 4,500,000 04/12/2005 04/12/2012 Common Stock ( 5 ) 4,500,000 $ 4,500 0 I By fund ( 4 )
10% Convertible Secured Promissory Note $ 0.04 09/30/2005 J( 1 ) 05/13/2005 05/13/2006 Common Stock ( 2 ) 11,250,000 ( 3 ) $ 445,500 0 I By fund ( 4 )
Warrant $ 0.04 09/30/2005 J( 1 ) 4,500,000 05/13/2005 05/13/2012 Common Stock ( 5 ) 4,500,000 $ 4,500 0 I By fund ( 4 )
10% Convertible Secured Promissory Note $ 0.04 09/30/2005 J( 1 ) 06/16/2005 06/16/2006 Common Stock ( 2 ) 12,500,000 ( 3 ) $ 495,000 0 I By fund ( 4 )
Warrant $ 0.04 09/30/2005 J( 1 ) 5,000,000 06/16/2005 06/16/2012 Common Stock ( 5 ) 5,000,000 $ 5,000 0 I By fund ( 4 )
10% Convertible Secured Promissory Note $ 0.04 09/30/2005 J( 1 ) 07/26/2005 07/26/2006 Common Stock ( 2 ) 12,500,000 ( 3 ) $ 495,000 0 I By fund ( 4 )
Warrant $ 0.04 09/30/2005 J( 1 ) 5,000,000 07/26/2005 07/26/2012 Common Stock ( 5 ) 5,000,000 $ 5,000 0 I By fund ( 4 )
10% Convertible Secured Promissory Note $ 0.04 09/30/2005 J( 1 ) 09/07/2005 09/07/2006 Common Stock ( 2 ) 12,500,000 ( 3 ) $ 495,000 0 I By fund ( 4 )
Warrant $ 0.04 09/30/2005 J( 1 ) 5,000,000 09/07/2005 09/07/2012 Common Stock ( 5 ) 5,000,000 $ 5,000 0 I By fund ( 4 )
Series A Cumulative Convertible Preferred Stock ( 6 ) 09/30/2005 J( 1 ) 32,500,000 01/26/2005 ( 7 ) Common Stock 32,500,000 $ 0.04 0 I By fund ( 4 )
Preferred Stock Warrant $ 0.04 09/30/2005 J( 1 ) 13,000,000 01/26/2005 01/26/2012 Common Stock ( 8 ) 13,000,000 ( 9 ) 0 I By fund ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Robertson Bruce C
13905 LITTLE TREE COURT
ROCKVILLE, MD20850
X
Signatures
/s/ Darren DeStefano, attorney-in-fact 10/05/2005
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the termination of the Reporting Person's beneficial ownership in the securities reported herein which occurred by virtue of the separation, in all capacities, of the Reporting Person from his affiliation with Toucan Capital Fund II, L.P. ("Toucan Capital") which occurred on September 30, 2005. In the Reporting Person's prior reports, he reported beneficial ownership of the securities reported herein jointly with Toucan Capital, Toucan General II, LLC ("Toucan General"), Toucan Management, LLC ("Toucan Management"), Linda F. Powers and Robert F. Hemphill, Jr. All securities reported herein continue to be held of record by Toucan Capital and the events reported herein have no bearing on the reports filed by Toucan Capital, Toucan General, Toucan Management, Ms. Powers or Mr. Hemphill or the benficial ownership of such persons in the securities reported therein.
( 2 )The promissory note is convertible into any debt or equity security authorized for issuance by the Issuer (currently Common Stock and Series A Cumulative Convertible Preferred Stock ("Series A Stock")).
( 3 )Excludes shares issuable upon conversion of accrued interest on the note.
( 4 )Consists of securities held of record by Toucan Capital. Toucan General is the general partner of Toucan Capital. Toucan Management provides managerial assistance on behalf of Toucan General to Toucan Capital pursuant to a management contract. The Reporting Person is a former managing director of Toucan Capital, a former managing member of Toucan General, a former managing member of Toucan Management and a former member of the investment committee of Toucan Capital. As a result, prior to the termination of the Reporting Person's service in these capacities, he may have been deemed to be the beneficial owner of securities held of record by Toucan Capital. In prior reports, the Reporting Person disclaimed beneficial ownership of all securities reported therein except to the extent of his pecuniary interest therein.
( 5 )The warrant is exercisable for any debt or equity security authorized for issuance by the Issuer (currently Common Stock and Series A Stock).
( 6 )The Series A Stock is currently convertible into Common Stock on a one-for-one basis, subject to potential adjustment upon the occurrence of certain dilutive issuances by the Issuer.
( 7 )The preferred stock has no expiration date.
( 8 )This warrant is exercisable for 32,500,000 shares of Series A Stock, which are presently convertible into Common Stock on a one-for-one basis.
( 9 )Pursuant to the terms of a purchase agreement dated January 26, 2005, this warrant was purchased in connection with the Series A Stock. Other than the purchase price of the Series A Stock, no separate consideration was provided for this warrant.

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