Sec Form 3 Filing - Novartis Bioventures Ltd @ 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 Novartis Bioventures Ltd 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 NOVARTIS INTERNATIONAL AG, WSJ-200.220 3. Date of Earliest Transaction (MM/DD/YY) 05/22/2019 (Street) CH-4002 BASEL, V80000000000 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 893,195 ( 2 ) D ( 3 ) Series A Preferred Shares Warrants ( 4 ) ( 4 ) 05/26/2027 Series A Preferred Shares ( 1 ) 71,450 ( 2 ) D ( 3 ) Series B1 Preferred Shares ( 1 ) ( 1 ) ( 1 ) Ordinary Shares 636,366 ( 2 ) D ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Novartis Bioventures Ltd C/O NOVARTIS INTERNATIONAL AG WSJ-200.220 CH-4002 BASEL, V80000000000 X NOVARTIS AG LICHTSTRASSE 35 BASEL, V8CH 4056 X Signatures Novartis Bioventures Ltd. /s/ Bart Dzikowski, Secretary of the Board /s/ Stephan Sandmeier, Authorized Signatory 05/22/2019 Signature of Reporting Person Date Novartis AG /s/ Bart Dzikowski, Attorney-in-Fact /s/ Stephan Sandmeier, Attorney-in-Fact 05/22/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each Series A Preferred Share and Series B1 Preferred Share 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 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 the Series B1 Preferred Shares to Ordinary Shares set out in footnote (1). ( 3 )The board of directors of Novartis Bioventures Ltd. has sole voting and investment control and power over such securities. None of the members of its board of directors has individual voting or investment power with respect to such securities and each disclaims beneficial ownership of such securities. Novartis Bioventures Ltd. is an indirectly owned subsidiary of Novartis AG. ( 4 )The Warrants to purchase Series A Preferred Shares have an exercise price of a nominal value per share. The Warrants are immediately exercisable and expire on May 26, 2027.

Remarks: Exhibit 24 - Power of Attorney

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

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