Sec Form 4 Filing - BINGHAM KATE @ BICYCLE THERAPEUTICS plc - 2019-05-28

Insider filing report for Changes in Beneficial Ownership
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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
BINGHAM KATE
2. Issuer Name and Ticker or Trading Symbol
BICYCLE THERAPEUTICS plc [ 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 BICYCLE THERAPEUTICS PLC, B900, BABRAHAM RESEARCH CAMPUS
3. Date of Earliest Transaction (MM/DD/YY)
05/28/2019
(Street)
CAMBRIDGE, X0CB22 3AT
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
Ordinary Shares 05/28/2019 C 874,709 A 874,709 I By SV Life Sciences Fund V, L.P. ( 2 )
Ordinary Shares 05/28/2019 C 623,196 A 1,497,905 I By SV Life Sciences Fund V, L.P. ( 2 )
Ordinary Shares 05/28/2019 C 18,485 A 18,485 I By SV Life Sciences Fund V Strategic Partners. L.P. ( 3 )
Ordinary Shares 05/28/2019 C 13,169 A 31,654 I By SV Life Sciences Fund V Strategic Partners. L.P. ( 3 )
Ordinary Shares 05/28/2019 P 377,732 A $ 14 1,875,637 I By SV Life Sciences Fund V, L.P. ( 2 )
Ordinary Shares 05/28/2019 P 7,983 A $ 14 39,637 I By SV Life Sciences Fund V Strategic Partners. L.P. ( 3 )
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 ) 05/28/2019 C 874,709 ( 1 ) ( 1 ) Ordinary Shares 874,709 ( 1 ) 0 I By SV Life Sciences Fund V, L.P. ( 2 )
Series B1 Preferred Shares ( 1 ) 05/28/2019 C 623,196 ( 1 ) ( 1 ) Ordinary Shares 623,196 ( 1 ) 0 I By SV Life Sciences Fund V, L.P. ( 2 )
Series A Preferred Shares ( 1 ) 05/28/2019 C 18,485 ( 1 ) ( 1 ) Ordinary Shares 18,485 ( 1 ) 0 I By SV Life Sciences Fund V Strategic Partners. L.P. ( 3 )
Series B1 Preferred Shares ( 1 ) 05/28/2019 C 13,169 ( 1 ) ( 1 ) Ordinary Shares 13,169 ( 1 ) 0 I By SV Life Sciences Fund V Strategic Partners. L.P. ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BINGHAM KATE
C/O BICYCLE THERAPEUTICS PLC
B900, BABRAHAM RESEARCH CAMPUS
CAMBRIDGE, X0CB22 3AT
X
Signatures
/s/ Lee Kalowski, as Attorney-in-Fact 05/30/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each Series A and B1 Preferred Share automatically converted into Ordinary Shares on a one-for-1.429 basis upon the closing of the Issuer's initial public offering and had no expiration date.
( 2 )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.
( 3 )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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