| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | BCYC | American Depositary Shares | Conversion of derivative security | $0 | +196K | +33.13% | $0.00 | 788K | Jun 17, 2024 | See Footnotes | F1, F2, F3, F4, F5, F6, F7, F8, F9, F10 |
| transaction | BCYC | American Depositary Shares | Conversion of derivative security | $0 | +2.19M | +33.91% | $0.00 | 8.64M | Jun 17, 2024 | See Footnotes | F1, F2, F3, F5, F6, F7, F8, F9, F10, F11 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | BCYC | Non-Voting Ordinary Shares | Conversion of derivative security | $0 | -196K | -10.93% | $0.00 | 1.6M | Jun 17, 2024 | Ordinary Shares | 196K | See Footnotes | F1, F2, F3, F4, F5, F6, F12 | |
| transaction | BCYC | Non-Voting Ordinary Shares | Conversion of derivative security | $0 | -2.19M | -10.92% | $0.00 | 17.8M | Jun 17, 2024 | Ordinary Shares | 2.19M | See Footnotes | F1, F2, F3, F5, F6, F11, F12 |
| Id | Content |
|---|---|
| F1 | On June 17, 2024, 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences" and, together with 667, the "Funds") converted, respectively, 196,098 and 2,186,686 non-voting ordinary shares of Bicycle Therapeutics plc (the "Issuer') acquired prior to the May 29, 2024 offering of the Issuer ("Pre-Offering Non-Voting Ordinary Shares") on a 1-for-1 basis without consideration into ordinary shares ("Ordinary Shares") of the Issuer issued in the form of American Depositary Shares ("ADS"). |
| F2 | The Pre-Offering Non-Voting Ordinary Shares and the non-voting ordinary shares purchased in the Issuer's offering on May 29, 2024 ("May 2024 Non-Voting Ordinary Shares", and together with the Pre-Offering Non-Voting Ordinary Shares, 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 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, 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, subject to adjustments detailed below (the "Beneficial Ownership Limitation") following such conversion. |
| F3 | 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 Pre-Offering Non-Voting Ordinary Shares. This increase in the Beneficial Ownership Limitation on the Pre-Offering Non-Voting Ordinary Shares became effective on June 16, 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 ADS reported in column 5 of Table I and securities reported in column 9 of Table II held directly by or held for the benefit of 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 or held for the benefit of the 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 or held 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 or held 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 or held 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 | Includes beneficial ownership of 12,000 ADS issuable upon the vesting of restricted stock units (each an "RSU") payable solely in ADS previously issued to Felix J. Baker, in his capacity as a director of the Issuer pursuant to the Issuer's 2020 Equity Incentive Plan (the "2020 Plan") of which the Funds may be deemed to own a portion. The RSUs vest in three equal annual installments beginning on April 18, 2025, subject to Felix J. Baker's continuous service on the board of directors of the Issuer (the "Board") through the vesting date. Felix J. Baker serves on the Board as a representative of the Funds and their affiliates and control persons. Each RSU represents a contingent right to receive one Ordinary Share. |
| F8 | Pursuant to the policies of the Adviser, Felix J. Baker does not have any right to any of the Issuer's securities issued as compensation for his service on the Board and the Funds are entitled to an indirect proportionate pecuniary interest in the securities. The Funds each own an indirect proportionate pecuniary interest in the ADS received upon vesting of RSUs and non-qualified share options convertible solely into ADS of the Issuer ("Share Options") received as a result of his service on the Board. Solely as a result of their ownership interest in (i) the general partners of the Funds and (ii) the Funds, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the ADS upon vesting of RSUs, Share Options, and ADS received upon the exercise of Share Options (i.e. no direct pecuniary interest) issued as compensation for such Board service. |
| F9 | The Adviser has voting and dispositive power over the Share Options, RSUs and any ADS received as a result of the exercise of Share Options or vesting of RSUs. |
| F10 | Pursuant to the policies of the Adviser and the policies of the Adviser, the Adviser has voting and dispositive power over the Share Options, RSUs and any ADS received as a result of the exercise of Share Options or vesting of RSUs. |
| F11 | 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 ADS reported in column 5 of Table I and the securities reported in column 9 of Table II held directly by or held for the benefit of 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. |
| F12 | 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. |
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.