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Filing Details

Accession Number:: 0000950170-24-137446
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-12-17 18:03:39
Reporting Period:: 2024-12-13

Accepted Time:: 2024-12-17 18:03:39
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1761612	Bicycle Therapeutics Plc	BCYC	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1087939	Julian Baker	860 Washington Street, 3Rd Floor New York NY 10014	No	No	No	No
1087940	Felix Baker	860 Washington Street, 3Rd Floor New York NY 10014	No	No	No	No
1263508	Baker Bros. Advisors Lp	860 Washington Street, 3Rd Floor New York NY 10014	No	No	No	No
1363364	Baker Brothers Life Sciences Lp	860 Washington Street, 3Rd Floor New York NY 10014	No	No	No	No
1551139	667, L.p.	860 Washington Street, 3Rd Floor New York NY 10014	No	No	No	No
1580575	Baker Bros. Advisors (Gp) Llc	860 Washington Street, 3Rd Floor New York NY 10014	No	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
American Depositary Shares	Acquisiton	2024-12-13	2,809	$13.50	790,763	No	4	P	Indirect	See Footnotes
American Depositary Shares	Acquisiton	2024-12-13	30,241	$13.50	8,666,247	No	4	P	Indirect	See Footnotes
American Depositary Shares	Acquisiton	2024-12-13	5,573	$13.63	796,336	No	4	P	Indirect	See Footnotes
American Depositary Shares	Acquisiton	2024-12-13	59,995	$13.63	8,726,242	No	4	P	Indirect	See Footnotes
American Depositary Shares	Acquisiton	2024-12-13	22,722	$13.72	819,058	No	4	P	Indirect	See Footnotes
American Depositary Shares	Acquisiton	2024-12-13	244,587	$13.72	8,970,829	No	4	P	Indirect	See Footnotes
American Depositary Shares	Acquisiton	2024-12-13	52,656	$13.80	871,714	No	4	P	Indirect	See Footnotes
American Depositary Shares	Acquisiton	2024-12-13	566,814	$13.80	9,537,643	No	4	P	Indirect	See Footnotes
American Depositary Shares	Acquisiton	2024-12-16	42,369	$15.34	914,083	No	4	P	Indirect	See Footnotes
American Depositary Shares	Acquisiton	2024-12-16	457,631	$15.34	9,995,274	No	4	P	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes

Footnotes

The price reported in Column 4 is a weighted average price. These American Depositary Shares ("ADS") of Bicycle Therapeutics plc (the "Issuer") were traded by 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds") in multiple transactions at prices ranging from $13.32 to $13.50, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission (the "Staff"), upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in the ADS reported in column 5 of Table I held directly by or held for the benefit of 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.
Baker Bros. Advisors LP ("the Adviser") serves as the investment adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held directly by or held for the benefit of the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held directly by or held for the benefit of the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held directly by or held for the benefit of the Funds.
Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by or held for the benefit of the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.
Includes beneficial ownership of 12,000 ADS issuable upon the vesting of restricted stock units (each an "RSU") payable solely in ADS previously issued to Felix J. Baker, in his capacity as a director of the Issuer pursuant to the Issuer's 2020 Equity Incentive Plan (the "2020 Plan") of which the Funds may be deemed to own a portion. The RSUs vest in three equal annual installments beginning on April 18, 2025, subject to Felix J. Baker's continuous service on the board of directors of the Issuer (the "Board") through the vesting date. Felix J. Baker serves on the Board as a representative of the Funds and their affiliates and control persons. Each RSU represents a contingent right to receive one Ordinary Share of the Issuer.
Pursuant to the policies of the Adviser, Felix J. Baker does not have any right to any of the Issuer's securities issued as compensation for his service on the Board and the Funds are entitled to an indirect proportionate pecuniary interest in the securities. The Funds each own an indirect proportionate pecuniary interest in the ADS received upon vesting of RSUs and non-qualified share options convertible solely into ADS of the Issuer ("Share Options") received as a result of his service on the Board. Solely as a result of their ownership interest in (i) the general partners of the Funds and (ii) the Funds, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the ADS upon vesting of RSUs, Share Options, and ADS received upon the exercise of Share Options (i.e. no direct pecuniary interest) issued as compensation for such Board service.
The Adviser has voting and dispositive power over the Share Options, RSUs and any ADS received as a result of the exercise of Share Options or vesting of RSUs.
After giving effect to the transaction reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Life Sciences, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in the ADS reported in column 5 of Table I held directly by or held for the benefit of Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.
The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $13.42 to $13.89, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $13.44 to $13.81, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $13.48 to $14.00, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $15.11 to $15.49, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.