| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | BCYC | Non-Voting Ordinary Shares | Award | $30.6M | +1.43M | +393.44% | $21.42 | 1.79M | May 29, 2024 | Ordinary Shares | 1.43M | See Footnotes | F1, F2, F3, F4, F5, F6 | |
| transaction | BCYC | Non-Voting Ordinary Shares | Award | $336M | +15.7M | +361.2% | $21.42 | 20M | May 29, 2024 | Ordinary Shares | 15.7M | See Footnotes | F1, F2, F3, F5, F6, F7 |
| Id | Content |
|---|---|
| F1 | 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences" and, together with 667, the "Funds") purchased, respectively, 1,429,986 and 15,684,860 non-voting ordinary shares ("May 2024 Non-Voting Ordinary Shares") of Bicycle Therapeutics plc (the "Issuer") for $21.42 per share pursuant to a private placement that closed on May 29, 2024 (the "Offering"). The May 2024 Non-Voting Ordinary Shares and the Pre-Offering Non-Voting Ordinary Shares (as defined below) (collectively, the "Non-Voting Ordinary Shares") have no expiration date and are convertible immediately at any time at the option of the holder on a 1-for-1 basis without consideration into ordinary shares of the Issuer ("Ordinary Shares") to the extent that immediately prior to or after giving effect to such conversion the holders thereof, together with their affiliates and any members of a Section 13(d) group with such holders, (continued in footnote 2) |
| F2 | would beneficially own, for purposes of Rule 13d-3 under the Securities Act of 1934, as amended, no more than 9.99% of the outstanding Ordinary Shares (the "Beneficial Ownership Limitation") following such conversion.By written notice to the Issuer, the Funds may from time to time increase or decrease the Beneficial Ownership Limitation applicable to that Fund to any other percentage not in excess of 19.9%. Any such increase will not be effective until the 61st day after such notice is delivered to the Issuer. Baker Bros. Advisors LP (the "Adviser") on behalf of the Funds submitted written notice to the Issuer of an increase in the Beneficial Ownership Limitation from 9.99% to 19.9% on April 16, 2024 related to the 4,705,882 Non-Voting Ordinary Shares held prior to the Offering ("Pre-Offering Non-Voting Ordinary Shares"). This increase in the Beneficial Ownership Limitation on the Pre-Offering Non-Voting Ordinary Shares will take effect on June 16, 2024. |
| F3 | The Adviser on behalf of the Funds submitted written notice to the Issuer on May 28, 2024 of an increase in the Beneficial Ownership Limitation from 9.99% to 19.9% on May 29, 2024 related to the May 2024 Non-Voting Ordinary Shares. This increase in the Beneficial Ownership Limitation on the May 2024 Non-Voting Ordinary shares will take effect on July 29, 2024. |
| F4 | After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in the securities reported in column 9 of Table II held directly by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667. |
| F5 | The Adviser serves as the investment adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held directly by the Funds or for the benefit for Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held directly by the Funds or for the benefit of the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held directly by the Funds or for the benefit of the Funds. |
| F6 | Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds or for the benefit of the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose. |
| F7 | After giving effect to the transaction reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Life Sciences, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in the securities reported in column 9 of Table II directly held by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences. |
Felix J. Baker, a managing member of Baker Bros. Advisors (GP) LLC, the sole general partner of Baker Bros. Advisors LP, is a director of Bicycle Therapeutics plc (the "Issuer"). By virtue of their representation on the board of directors of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons other than Felix J. Baker are deemed directors by deputization of the Issuer.