Sec Form 3 Filing - TYBOURNE CAPITAL MANAGEMENT (HK) LTD @ BICYCLE THERAPEUTICS plc - 2019-05-22

Insider filing report for Changes in Beneficial Ownership
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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
TYBOURNE CAPITAL MANAGEMENT (HK) LTD
2. Issuer Name and Ticker or Trading Symbol
BICYCLE THERAPEUTICS plc [ 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)
30/F, AIA CENTRAL, 1 CONNAUGHT ROAD C
3. Date of Earliest Transaction (MM/DD/YY)
05/22/2019
(Street)
HONG KONG, K3XXXXX
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 B2 Preferred Shares ( 1 ) ( 1 ) ( 1 ) Ordinary Shares 1,454,411 ( 2 ) I See Footnotes ( 4 ) ( 5 )
Series B2 Preferred Shares Warrants ( 3 ) ( 3 ) 03/31/2025 Ordinary Shares 139,264 ( 2 ) I See Footnotes ( 4 ) ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
TYBOURNE CAPITAL MANAGEMENT (HK) LTD
30/F, AIA CENTRAL, 1 CONNAUGHT ROAD C
HONG KONG, K3XXXXX
X
Tybourne Capital Management Ltd
30/F, AIA CENTRAL, 1 CONNAUGHT ROAD C
HONG KONG, K3XXXXX
X
Tybourne Kesari Ltd
30/F, AIA CENTRAL, 1 CONNAUGHT ROAD C
HONG KONG, K3XXXXX
X
Krishnan Viswanathan
30/F, AIA CENTRAL, 1 CONNAUGHT ROAD C
HONG KONG, K3XXXXX
X
Signatures
/s/ TYBOURNE CAPITAL MANAGEMENT (HK) LIMITED by Catherine Cheung, Chief Operating Officer 06/03/2019
Signature of Reporting Person Date
/s/ TYBOURNE CAPITAL MANAGEMENT LIMITED by Viswanathan Krishnan, Principal 06/03/2019
Signature of Reporting Person Date
/s/ TYBOURNE KESARI LIMITED by Viswanathan Krishnan, Principal 06/03/2019
Signature of Reporting Person Date
/s/ Viswanathan Krishnan, Individually 06/03/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each Series B1 Preferred Share and Series B2 Preferred Share of the Issuer automatically converted into Ordinary Shares of the Issuer 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. The number of shares reported with respect to preferred shares of the Issuer reflects the conversion of the Series B1 Preferred Shares and Series B2 Preferred Shares to Ordinary Shares set out in Footnote (1).
( 3 )The warrants to purchase Series B1 Preferred Shares became exercisable for the number of Ordinary Shares into which Series B1 Preferred Shares became convertible immediately prior to the closing of the Issuer's initial public offering. The warrants have an exercise price of GPB 0.01 per share. The Warrants are immediately exercisable and expire on March 31, 2025.
( 4 )The securities reported herein as beneficially owned by Tybourne Capital Management (HK) Limited ("Tybourne HK") as held for the benefit of Aquila Investments IV, a private investment fund for which Tybourne HK serves as investment advisor. Tybourne Capital Management Limited ("Tybourne Cayman") is the parent of Tybourne HK. Tybourne Kesari Limited ("Tybourne Kesari") is the parent of Tybourne Cayman. Mr. Krishnan is the principal and sole shareholder of Tybourne Kesari. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest in such shares, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.
( 5 )This report does not include any pecuniary interest of Bosun Hau in securities of the Issuer. Mr. Hau, Managing Director and Principal - Private Markets at Tybourne HK, separately files reports under Section 16.

Remarks:
References herein to "Ordinary Shares" include Ordinary Shares underlying American Depositary Shares.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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