UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Amendment No. 2)*
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO 240.13d-2(a) UNDER
THE SECURITIES EXCHANGE ACT OF 1934
BICYCLE THERAPEUTICS PLC
(Name of Issuer)
Ordinary Shares, par value £0.01 (Title of Class of Securities)
(CUSIP Number)
Victoria A. Whyte
GlaxoSmithKline plc
980 Great West Road
Brentford, Middlesex TW8 9GS
England
Telephone: +44 (0)208 047 5000
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 5, 2020
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
Cusip No. 088786 108 |
13D/A2 | Page 2 of 7 |
| 1. | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) GlaxoSmithKline plc |
|||
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐ |
|||
| 3. | SEC
USE ONLY |
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| 4. | SOURCE
OF FUNDS (see instructions) WC |
|||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ | |||
| 6. | CITIZENSHIP
OR PLACE OF ORGANIZATION England and Wales |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE
VOTING POWER 1,894,831 | ||
| 8. | SHARED
VOTING POWER -0- | |||
| 9. | SOLE
DISPOSITIVE POWER 1,894,831 | |||
| 10. | SHARED
DISPOSITIVE POWER -0- |
| 11. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,894,831 (1) |
|||
| 12. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
|||
| 13. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.9% (2) |
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| 14. | TYPE
OF REPORTING PERSON (see instructions) CO |
| Footnotes: | ||||
(1) Includes (i) 385,714 American Depositary Shares, representing 385,714 shares of Ordinary Shares, and (ii) 1,509,117 shares of Ordinary Shares. All are held of record by GSK Equity Investments, Limited, formerly S.R. One, Limited, an indirect, wholly-owned subsidiary of GlaxoSmithKline plc.
(2) Based upon 21,304,801 of the Issuer’s Ordinary Shares outstanding as of November 3, 2020, as reported in the Issuer’s quarterly report for the quarter period ending September 30, 2020 on the Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 5, 2020.
| ||||
Cusip No. 088786 108 |
13D/A2 | Page 3 of 7 |
Item 1. Security and Issuer.
This Amendment No. 2 to Schedule 13D (this “Statement”) amends and supplements the statement on Schedule 13D originally filed on June 7, 2019, and amended on February 14, 2020 (the “Schedule 13D”) with respect to the ordinary shares, nominal value £0.01 per share (the “Ordinary Shares”) of Bicycle Therapeutics plc, a limited liability company incorporated under the laws of England and Wales (the “Issuer”). GlaxoSmithKline plc is filing this amendment to reflect its new percentage beneficial ownership in the Issuer, which has decreased as a result of an increase in the outstanding Ordinary Shares of the Issuer. The Issuer’s principal executive offices are located at B900, Babraham Research Campus, Cambridge, CB22 3AT, United Kingdom.
Item 2. Identity and Background.
The response set forth in Item 2 of the Schedule 13D is hereby amended by deleting Schedule 1 in its entirety and replacing it with Schedule 1 attached.
| Item 5. | Interest in Securities of the Issuer. |
The response set forth in Items 5 (a) and (b) of the Schedule 13D is hereby amended by deleting the previous response in its entirety and replacing it with the following:
(a), (b) The information contained in rows 7, 8, 9, 10, 11, and 13 on each of the cover pages of this Statement is incorporated by reference in its entirety into this Item 5.
Cusip No. 088786 108 |
13D/A2 | Page 4 of 7 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: December 7, 2020 | |||
| GLAXOSMITHKLINE PLC | |||
| By: | /s/ Victoria A. Whyte | ||
| Name: | Victoria A. Whyte | ||
| Title: | Authorized Signatory | ||
Cusip No. 088786 108 |
13D/A2 | Page 5 of 7 |
Schedule 1
Name |
Business Address |
Principal Occupation or Employment |
Citizenship |
| Board of Directors | |||
| Emma Walmsley | 980
Great West Road Brentford Middlesex, England TW8 9GS |
Executive Director and Chief Executive Officer | British |
| Charles Bancroft | 980
Great West Road Brentford Middlesex, England TW8 9GS |
Company Director
|
US |
| Manvinder Singh Banga | 980
Great West Road Brentford Middlesex, England TW8 9GS |
Company Director
|
British & Indian
|
| Dr. Hal Barron | 269 E. Grand Avenue, South San Francisco, CA 94080
|
Chief Scientific Officer & President, R&D | US |
| Dr. Vivienne Cox | 980
Great West Road Brentford Middlesex, England TW8 9GS |
Company Director | British |
| Lynn Elsenhans | 980
Great West Road Brentford Middlesex, England TW8 9GS |
Company Director | US |
| Dr. Jesse Goodman | 980
Great West Road Brentford Middlesex, England TW8 9GS |
Company Director | US |
| Dr Laurie Glimcher | 980
Great West Road Brentford Middlesex, England TW8 9GS |
Company Director | US |
| Judy Lewent | 980
Great West Road Brentford Middlesex, England TW8 9GS |
Company Director | US
|
| Iain MacKay | 980
Great West Road Brentford Middlesex, England TW8 9GS |
Executive Director & Chief Financial Officer | British |
Cusip No. 088786 108 |
13D/A2 | Page 6 of 7 |
Urs Rohner
|
980
Great West Road Brentford Middlesex, England TW8 9GS |
Company Director | Swiss |
| Sir Jonathan Symonds | 980
Great West Road Brentford Middlesex, England TW8 9GS |
Chairman and Company Director | British |
| Corporate Executive Team | |||
| Emma Walmsley | 980
Great West Road Brentford Middlesex, England TW8 9GS |
Executive Director and Chief Executive Officer | British |
| Dr. Hal Barron | 269 E. Grand Avenue, South San Francisco, CA 94080 |
Chief Scientific Officer & President, R&D
|
US |
| Roger Connor | 980
Great West Road Brentford Middlesex, England TW8 9GS |
President, Global Vaccines | Irish |
| Diana Conrad | 980
Great West Road Brentford Middlesex, England TW8 9GS |
Senior Vice President, Human Resources | Canadian |
| James Ford | 980
Great West Road Brentford Middlesex, England TW8 9GS |
Senior Vice President & General Counsel | British & US |
| Nick Hirons | 980
Great West Road Brentford Middlesex, England TW8 9GS |
Senior Vice President, Global Ethics and Compliance | British & US |
| Sally Jackson | 980
Great West Road Brentford Middlesex, England TW8 9GS |
Senior Vice President, Global Communications and CEO Office | British |
| Iain MacKay | 980
Great West Road Brentford Middlesex, England TW8 9GS |
Executive Director & Chief Financial Officer | British |
Cusip No. 088786 108 |
13D/A2 | Page 7 of 7 |
| Brian McNamara | 184
Liberty Corner Road Warren NJ, 07059 |
Chief Executive Officer, GSK Consumer Healthcare | US |
Luke Miels
|
980
Great West Road Brentford Middlesex, England TW8 9GS |
President, Global Pharmaceuticals | Australian |
| David Redfern | 980
Great West Road Brentford Middlesex, England TW8 9GS |
Chief Strategy Officer | British |
| Regis Simard | 980
Great West Road Brentford Middlesex, England TW8 9GS |
President Pharmaceutical Supply Chain | French & British |
| Karenann Terrell | 980
Great West Road Brentford Middlesex, England TW8 9GS |
Chief Digital and Technology Officer | Canadian |
| Philip Thomson | 980
Great West Road Brentford Middlesex, England TW8 9GS |
President, Global Affairs | British |
| Deborah Waterhouse | 980
Great West Road Brentford Middlesex, England TW8 9GS |
Chief Executive Officer of ViiV Healthcare | British |