SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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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. Date of Event Requiring Statement (Month/Day/Year) 05/22/2019	3. Issuer Name and Ticker or Trading Symbol BICYCLE THERAPEUTICS plc [ BCYC ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B2 Preferred Shares	(1)	(1)	Ordinary Shares	1,454,411(2)	(1)	I	See Footnotes(4)(5)
Series B2 Preferred Shares Warrants	(3)	03/31/2025	Ordinary Shares	139,264(2)	(3)	I	See Footnotes(4)(5)

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)

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 and have no expiration date.

2. Share numbers give effect to the bonus shares issued to each holder of Ordinary Shares on the basis of 1.429 bonus shares for each Ordinary Share in issue, effective on May 13, 2019. 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).

3. 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 have an exercise price of GPB 0.01 per share. The Warrants are immediately exercisable and expire on March 31, 2025.

4. The securities reported herein as beneficially owned by Tybourne Capital Management (HK) Limited ("Tybourne HK") as held for the benefit of Aquila Investments IV, a private investment fund for which Tybourne HK serves as investment advisor. 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.

5. 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 (HK) LIMITED by Catherine Cheung, Chief Operating Officer	06/03/2019
	/s/ TYBOURNE CAPITAL MANAGEMENT LIMITED by Viswanathan Krishnan, Principal	06/03/2019
	/s/ TYBOURNE KESARI LIMITED by Viswanathan Krishnan, Principal	06/03/2019
	/s/ Viswanathan Krishnan, Individually	06/03/2019
	** Signature of Reporting Person	Date
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