Sec Form 3 Filing - HARLAND DEBORAH @ BICYCLE THERAPEUTICS Ltd - 2019-05-22

FORM 3 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 HARLAND DEBORAH 2. Issuer Name and Ticker or Trading Symbol BICYCLE THERAPEUTICS Ltd [ BCYC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O S.R. ONE, LIMITED, 161 WASHINGTON STREET, SUITE 500 3. Date of Earliest Transaction (MM/DD/YY) 05/22/2019 (Street) CONSHOHOCKEN, PA19428 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 Series A Preferred Shares ( 1 ) ( 1 ) ( 1 ) Ordinary Shares 893,195 ( 2 ) I See Footnote ( 4 ) Series B1 Preferred Shares ( 3 ) ( 3 ) ( 3 ) Ordinary Shares 636,366 ( 2 ) I See Footnote ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HARLAND DEBORAH C/O S.R. ONE, LIMITED 161 WASHINGTON STREET, SUITE 500 CONSHOHOCKEN, PA19428 X Signatures /s/ Lee Kalowski, Attorney-in-Fact for Deborah Harland 05/22/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Series A Preferred Shares are convertible at any time at the election of the holder without payment of further consideration. Each share of Series A Preferred Shares will automatically convert into 1.429 shares of ordinary shares upon the closing of Bicycle Therapeutics Limited's (the "Issuer") initial public offering. The shares have no expiration date. ( 2 )Share numbers give effect to the bonus shares issued to each holder of ordinary shares on the basis of 1.429 bonus shares for each ordinary share in issue, effective on May 13, 2019, which will be effective for the ordinary shares upon their conversion to ordinary shares upon the closing of the Issuer's initial public offering. ( 3 )The Series B1 Preferred Shares are convertible at any time at the election of the holder without payment of further consideration. Each share of B1 Preferred Shares will automatically convert into 1.429 shares of ordinary shares upon the closing of the Issuer's initial public offering. The shares have no expiration date. ( 4 )S.R. One, Limited, an indirect, wholly-owned subsidiary of GlaxoSmithKline plc, is the record holder of the shares reported herein. Deborah Harland holds the title of Vice President at S.R. One, Limited and is an employee of GlaxoSmithKline Services Unlimited, a wholly-owned subsidiary of GlaxoSmithKline plc. Ms. Harland disclaims beneficial ownership of all the shares held by S.R. One, Limited and this report shall not be deemed an admission of beneficial ownership of such shares for the purposes of Section 16 or for any other purpose except to the extent of her pecuniary interest therein.

Remarks: Exhibit List Exhibit A - Power of Attorney

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).

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