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SEC FORM 4 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^*

Anstey Michael

(Last)

(First)

(Middle)

C/O BICYCLE THERAPEUTICS PLC

B900, BABRAHAM RESEARCH CAMPUS

(Street)

CAMBRIDGE

CB22 3AT

(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)

X	Director	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)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares	05/28/2019		C		1,081,823	A	⁽¹⁾	1,081,823	I	By Cambridge Innovation Capital (Jersey) Limited⁽²⁾
Ordinary Shares	05/28/2019		X		125,587	A	⁽¹⁾	1,207,410	I	By Cambridge Innovation Capital (Jersey) Limited⁽²⁾
Ordinary Shares	05/28/2019		C		229,741	A	⁽¹⁾	1,437,151	I	By Cambridge Innovation Capital (Jersey) Limited⁽²⁾
Ordinary Shares	05/28/2019		P		314,286	A	$14	1,751,437	I	By Cambridge Innovation Capital (Jersey) Limited⁽²⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B1 Preferred Shares	⁽¹⁾	05/28/2019		C		1,081,823		⁽¹⁾	⁽¹⁾	Ordinary Shares	1,081,823	⁽¹⁾	0	I	By Cambridge Innovation Capital (Jersey) Limited⁽²⁾
Series B1 Preferred Shares Warrants⁽³⁾	⁽¹⁾	05/28/2019		X		125,587		⁽¹⁾	⁽¹⁾	Ordinary Shares⁽¹⁾	125,587	⁽¹⁾	0	I	By Cambridge Innovation Capital (Jersey) Limited⁽²⁾
Series B2 Preferred Shares	⁽¹⁾	05/28/2019		C		229,741		⁽¹⁾	⁽¹⁾	Ordinary Shares	229,741	⁽¹⁾	0	I	By Cambridge Innovation Capital (Jersey) Limited⁽²⁾

Explanation of Responses:

1. Each Series B1 and B2 Preferred Share automatically converted into Ordinary Shares on a one-for-1.429 basis upon the closing of the Issuer's initial public offering and had no expiration date.

2. The shares are held by Cambridge Innovation Capital (Jersey) Limited. The Reporting Person is a member of our Board of Directors and an investment director at Cambridge Innovation Capital plc.

3. Upon conversion of all of the Series B1 Preferred Shares into Ordinary Shares in connection with the Issuer's initial public offering, the Warrants became exercisable for Ordinary Shares. The Warrants had an exercise price of a nominal value per share and were exercised immediately prior to completion of the Issuer's initial public offering.

	/s/ Lee Kalowski, as Attorney-in-Fact	05/30/2019
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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