Sec Form 3 Filing - SVLSF V, LLC @ 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 SVLSF V, LLC 2. Issuer Name and Ticker or Trading Symbol BICYCLE THERAPEUTICS Ltd [ BCYC] 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) C/O BICYCLE THERAPEUTICS PLC, B900, BABRAHAM RESEARCH CAMPUS 3. Date of Earliest Transaction (MM/DD/YY) 05/22/2019 (Street) CAMBRIDGE, X0CB22 3AT 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

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 874,709 ( 2 ) I By SV Life Sciences Fund V, L.P. ( 3 ) Series B1 Preferred Shares ( 1 ) ( 1 ) ( 1 ) Ordinary Shares 623,196 ( 2 ) I By SV Life Sciences Fund V, L.P. ( 3 ) Series A Preferred Shares ( 1 ) ( 1 ) ( 1 ) Ordinary Shares 18,485 ( 2 ) I By SV Life Sciences Fund V Strategic Partners L.P. ( 4 ) Series B1 Preferred Shares ( 1 ) ( 1 ) ( 1 ) Ordinary Shares 13,169 ( 2 ) I By SV Life Sciences Fund V Strategic Partners L.P. ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SVLSF V, LLC C/O BICYCLE THERAPEUTICS PLC B900, BABRAHAM RESEARCH CAMPUS CAMBRIDGE, X0CB22 3AT X SV LIFE SCIENCES FUND V LP C/O BICYCLE THERAPEUTICS PLC B900, BABRAHAM RESEARCH CAMPUS CAMBRIDGE, X0CB22 3AT X SV Life Sciences Fund V (GP), LP C/O BICYCLE THERAPEUTICS PLC B900, BABRAHAM RESEARCH CAMPUS CAMBRIDGE, X0CB22 3AT X SV Life Sciences Fund V Strategic Partners, L.P. C/O BICYCLE THERAPEUTICS PLC B900, BABRAHAM RESEARCH CAMPUS CAMBRIDGE, X0CB22 3AT X Signatures SVLSF V, LLC By: /s/ Brent M. Faduski Name:Brent M. Faduski Title:Officer 05/22/2019 Signature of Reporting Person Date SV LIFE SCIENCES FUND V, L.P. By: /s/ Brent M. Faduski Name:Brent M. Faduski Title:SVLSF V, LLC Officer 05/22/2019 Signature of Reporting Person Date SV LIFE SCIENCES FUND V (GP), L.P. By: /s/ Brent M. Faduski Name:Brent M. Faduski Title:SVLSF V, LLC Officer 05/22/2019 Signature of Reporting Person Date SV LIFE SCIENCES FUND V STRATEGIC PARTNERS, L.P. By: /s/ Brent M. Faduski Name:Brent M. Faduski Title:SVLSF V, LLC Officer 05/22/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of Series A Preferred and Series B1 Preferred shall automatically convert into Ordinary shares on a one for 1.429 basis immediately prior to the closing of the Issuer's initial public offering of Ordinary Shares and 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. The number of shares reflects the conversion of the Series A Preferred Shares and Series B1 Preferred Shares to Ordinary Shares set out in footnote (1) above. ( 3 )These shares are owned directly by SV Life Sciences Fund V, L.P. ("SVLS V LP"). SV Life Sciences Fund V (GP), LP ("SVLS V GP") is the general partner of SVLS V LP. The general partner of SVLS V GP is SVLSF V, LLC. Kate Bingham, Eugene D. Hill, III and Michael J. Ross are members of the investment committee of SVLSF V, LLC. SVLS V GP, SVLSF V, LLC and each of the individuals comprising the SVLSF V, LLC investment committee may be deemed to share voting, dispositive and investment power over the shares held of record by SVLS V LP. Each of SVLS V GP, SVLSF V, LLC and the individual members of the SVLSF V, LLC investment committee disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or any other purpose, except to the extent of their pecuniary interest therein. ( 4 )These shares are owned directly by SV Life Sciences Fund V Strategic Partners L.P. ("SVLS V SPP"). SVLS V GP is the general partner of SVLS V SPP. The general partner of SVLS V GP is SVLSF V, LLC. Kate Bingham, Eugene D. Hill, III and Michael J. Ross are members of the investment committee of SVLSF V, LLC. SVLS V GP, SVLSF V, LLC and each of the individuals comprising the SVLSF V, LLC investment committee may be deemed to share voting, dispositive and investment power over the shares held of record by SVLS V SPP. Each of SVLS V GP, SVLSF V, LLC and the individual members of the SVLSF V, LLC investment committee disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or any other purpose, except to the extent of their pecuniary interest therein

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