Baker Bros. Advisors Lp - Dec 13, 2024 Form 4 Insider Report for BICYCLE THERAPEUTICS PLC (BCYC)

Signature
By: Baker Bros. Advisors LP, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing
Stock symbol
BCYC
Transactions as of
Dec 13, 2024
Transactions value $
$21,230,385
Form type
4
Date filed
12/17/2024, 06:03 PM
Previous filing
Dec 10, 2024
Next filing
Dec 31, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BCYC American Depositary Shares Purchase $37.9K +2.81K +0.36% $13.50 791K Dec 13, 2024 See Footnotes F1, F2, F3, F4, F5, F6, F7
transaction BCYC American Depositary Shares Purchase $408K +30.2K +0.35% $13.50 8.67M Dec 13, 2024 See Footnotes F1, F3, F4, F5, F6, F7, F8
transaction BCYC American Depositary Shares Purchase $76K +5.57K +0.7% $13.63 796K Dec 13, 2024 See Footnotes F2, F3, F4, F5, F6, F7, F9
transaction BCYC American Depositary Shares Purchase $818K +60K +0.69% $13.63 8.73M Dec 13, 2024 See Footnotes F3, F4, F5, F6, F7, F8, F9
transaction BCYC American Depositary Shares Purchase $312K +22.7K +2.85% $13.72 819K Dec 13, 2024 See Footnotes F2, F3, F4, F5, F6, F7, F10
transaction BCYC American Depositary Shares Purchase $3.36M +245K +2.8% $13.72 8.97M Dec 13, 2024 See Footnotes F3, F4, F5, F6, F7, F8, F10
transaction BCYC American Depositary Shares Purchase $727K +52.7K +6.43% $13.80 872K Dec 13, 2024 See Footnotes F2, F3, F4, F5, F6, F7, F11
transaction BCYC American Depositary Shares Purchase $7.82M +567K +6.32% $13.80 9.54M Dec 13, 2024 See Footnotes F3, F4, F5, F6, F7, F8, F11
transaction BCYC American Depositary Shares Purchase $650K +42.4K +4.86% $15.34 914K Dec 16, 2024 See Footnotes F2, F3, F4, F5, F6, F7, F12
transaction BCYC American Depositary Shares Purchase $7.02M +458K +4.8% $15.34 10M Dec 16, 2024 See Footnotes F3, F4, F5, F6, F7, F8, F12
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The price reported in Column 4 is a weighted average price. These American Depositary Shares ("ADS") of Bicycle Therapeutics plc (the "Issuer") were traded by 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds") in multiple transactions at prices ranging from $13.32 to $13.50, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission (the "Staff"), upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
F2 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 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.
F3 Baker Bros. Advisors LP ("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.
F4 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.
F5 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 of the Issuer.
F6 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.
F7 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.
F8 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 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.
F9 The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $13.42 to $13.89, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
F10 The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $13.44 to $13.81, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
F11 The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $13.48 to $14.00, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
F12 The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $15.11 to $15.49, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.

Remarks:

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.