SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
TYBOURNE CAPITAL MANAGEMENT (HK) LTD

(Last) (First) (Middle)
30/F, AIA CENTRAL, 1 CONNAUGHT ROAD C

(Street)
HONG KONG K3 XXXXX

(City) (State) (Zip)
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)
3. Date of Earliest Transaction (Month/Day/Year)
05/28/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 1,454,411 A (1) 1,454,411 I See Footnotes(3)(5)(6)
Ordinary Shares 05/28/2019 X 139,264 A (2) 1,593,675 I See Footnotes(3)(5)(6)
Ordinary Shares 05/28/2019 P 364,286 A $14 1,957,961 I See Footnotes(4)(5)(6)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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) 05/24/2019 C 1,454,411 (1) (1) Ordinary Shares 1,454,411(1) $0 0 I See Footnotes(3)(5)(6)
Series B2 Preferred Shares Warrants (2) 05/28/2019 X 139,264 (2) (2) Ordinary Shares 139,264 $0 0 I See Footnotes(3)(5)(6)
1. Name and Address of Reporting Person*
TYBOURNE CAPITAL MANAGEMENT (HK) LTD

(Last) (First) (Middle)
30/F, AIA CENTRAL, 1 CONNAUGHT ROAD C

(Street)
HONG KONG K3 XXXXX

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Tybourne Capital Management Ltd

(Last) (First) (Middle)
30/F, AIA CENTRAL, 1 CONNAUGHT ROAD C

(Street)
HONG KONG K3 XXXXX

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Tybourne Kesari Ltd

(Last) (First) (Middle)
30/F, AIA CENTRAL, 1 CONNAUGHT ROAD C

(Street)
HONG KONG K3 XXXXX

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Krishnan Viswanathan

(Last) (First) (Middle)
30/F, AIA CENTRAL, 1 CONNAUGHT ROAD C

(Street)
HONG KONG K3 XXXXX

(City) (State) (Zip)
1. Name and Address of Reporting Person*
AQUILA INVESTMENTS IV

(Last) (First) (Middle)
C/O BICYCLE THERAPEUTICS
30/F AIA CENTRAL 1 CONNAUGHT ROAD

(Street)
HONG KONG K3 XXXXX

(City) (State) (Zip)
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. The preferred shares had no expiration date. 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).
2. 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 had an exercise price of GBP 0.01 per share, and were exercised immediately prior to the closing of the Issuer's initial public offering.
3. These securities are held for the benefit of Aquila Investments IV, a private investment fund for which Tybourne Capital Management (HK) Limited ("Tybourne HK") serves as investment advisor.
4. These securities are held for the benefit of other private investment funds and accounts for which Tybourne HK serves as investment advisor.
5. 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.
6. 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.
/s/ TYBOURNE CAPITAL MANAGEMENT LIMITED by Viswanathan Krishnan, Principal 06/03/2019
/s/ TYBOURNE CAPITAL MANAGEMENT (HK) LIMITED by Catherine Cheung, Chief Operating Officer 06/03/2019
/s/ TYBOURNE KESARI LIMITED by Viswanathan Krishnan, Principal 06/03/2019
/s/ Viswanathan Krishnan, Individually 06/03/2019
/s/ Aquila Investments IV by Tybourne Kesari Limited, Director, by Viswanathan Krishnan, Principal 06/03/2019
** Signature of Reporting Person Date
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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