Sec Form 4 Filing - Toucan Capital Fund II, LP @ NORTHWEST BIOTHERAPEUTICS INC - 2007-06-22

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 Toucan Capital Fund II, LP 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) 7600 WISCONSIN AVENUE, 7TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 06/22/2007 (Street) BETHESDA, MD20814 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 Common Stock 06/22/2007 C 2,166,667 A 2,166,667 I By fund ( 2 ) Common Stock 06/22/2007 C 12,844,968 A 15,011,635 I By fund ( 2 ) Common Stock 06/22/2007 J( 4 ) 4,287,851 A 19,299,486 I By fund ( 2 ) Common Stock 06/22/2007 J( 5 ) 2,572,710 A 2,572,710 I By fund ( 6 )

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 De rivative 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 Series A Cumulative Convertible Preferred Stock ( 7 ) 06/22/2007 C 32,500,000 ( 8 ) ( 8 ) Common Stock 2,166,667 $ 0.04 0 I By fund ( 2 ) Series A-1 Cumulative Convertible Preferred Stock ( 9 ) 06/22/2007 C 4,816,863 ( 8 ) ( 8 ) Common Stock 12,844,968 $ 1.6 0 I By fund ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Toucan Capital Fund II, LP 7600 WISCONSIN AVENUE 7TH FLOOR BETHESDA, MD20814 X Hemphill Robert F Jr. 7600 WISCONSIN AVENUE 7TH FLOOR BETHESDA, MD20814 X Toucan General II, LLC 7600 WISCONSIN AVENUE 7TH FLOOR BETHESDA, MD20814 X Powers Linda F 7600 WISCONSIN AVENUE 7TH FLOOR BETHESDA, MD20814 X X Toucan Partners, LLC 7600 WISCONSIN AVENUE SUITE 700 BETHESDA, MD20814 X Signatures /s/ Darren DeStefano, attorney-in-fact 06/26/2007 Signature of Reporting Person Date Darren DeStefano, attorney-in-fact 06/26/2007 Signature of Reporting Person Date Darren DeStefano, attorney-in-fact 06/26/2007 Signature of Reporting Person Date Darren DeStefano, attorney-in-fact 06/26/2007 Signature of Reporting Person Date Darren DeStefano, attorney-in-fact 06/26/2007 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Received on conversion of Series A Cumulative Convertible Preferred Stock ("Series A Preferred Stock"), which was convertible into common stock on a one-for-15 basis (after giving effect to the one-for-15 reverse stock split of common stock effected on June 19, 2007). ( 2 )Consists of shares held of record by Toucan Capital Fund II, L.P. ("Toucan Capital"). Toucan General II, LLC ("Toucan General") is the general partner of Toucan Capital. Linda Powers and Robert Hemphill, Jr. are managing directors of Toucan Capital and managing members of Toucan General. Each of the reporting persons disclaims beneficial ownership of the securities reported herein except to the extent of his, her or its respective pecuniary interests therein. ( 3 )Received on conversion of Series A-1 Cumulative Convertible Preferred Stock ("Series A-1 Preferred Stock"), which was convertible into common stock on a 40-for-15 basis (after giving effect to the one-for-15 reverse stock split of common stock effected on June 19, 2007). ( 4 )Effective June 22, 2007, under the terms of a Conversion Agreement with the Issuer, in connection with Toucan Capital's conversion of all of its shares of Series A Preferred Stock and Series A-1 Preferred Stock (in each case, excluding any accrued and unpaid dividends) into Common Stock, Toucan Capital agreed to eliminate a number of rights, preferences and protections associated with the Series A Preferred Stock and Series A-1 Preferred Stock, including the liquidation preference entitling Toucan Capital to certain substantial cash payments, in return for issuance by the Issuer of 4,287,851 additional shares of Common Stock to Toucan Capital. ( 5 )Pursuant to the Conversion Agreement, Toucan Partners agreed to eliminate all of its existing rights to receive Series A-1 Preferred Stock under certain notes and warrants (and thereafter to receive shares of Common Stock rather than shares of Series A-1 Preferred Stock), and the rights, preferences and protections associated with the Series A-1 Preferred Stock, including the liquidation preference that would entitle Toucan Partners to certain substantial cash payments, in return for issuance by the Issuer of 2,572,710 shares of Common Stock to Toucan Partners. ( 6 )Consists of shares held of record by Toucan Partners, LLC ("Toucan Partners"). Linda Powers is the managing member of Toucan Partners and Linda Powers and Robert Hemphill, Jr. are each members Toucan Partners and, as a result, Ms. Powers and Mr. Hemphill may be deemed to beneficially own the securities reported herein. Each of the reporting persons disclaims beneficial ownership of the securities reported herein except to the extent of his, her or its respective pecuniary interests therein. ( 7 )Convertible into common stock on a one-for-15 basis (after giving effect to the one-for-15 reverse stock split of common stock effected on June 19, 2007). ( 8 )The Series A Preferred Stock and the Series A-1 Preferred Stock were both immediately convertible at the election of the holder with no expiration date. ( 9 )Convertible into common stock on a 40-for-15 basis (after giving effect to the one-for-15 reverse stock split of common stock effected on June 19, 2007).

Remarks: Common Stock share numbers disclosed in this Form 4 reflect the one-for-15 reverse stock split of the Issuer's common stock effective June 19, 2007.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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