| 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 03/19/2024 |
3. Issuer Name and Ticker or Trading Symbol
BICYCLE THERAPEUTICS plc [ BCYC ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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) |
| Ordinary Shares | 23,148(1) | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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 | ||||
| Employee Stock Option (right to buy) | (2) | 04/12/2032 | Ordinary Shares | 50,000 | 28.81 | D | |
| Employee Stock Option (right to buy) | (3) | 01/03/2033 | Ordinary Shares | 16,400 | 29.6 | D | |
| Employee Stock Option (right to buy) | (4) | 01/02/2034 | Ordinary Shares | 31,000 | 18.08 | D | |
| Explanation of Responses: |
| 1. Includes 22,150 restricted stock units ("RSUs"). 6,150 shall vest in 12 equal quarterly installments commencing on April 3, 2024 and 16,000 shall vest one-fourth (1/4) of the total number of RSUs on January 2, 2025 and the remaining RSUs subject to this award shall vest in 12 equal quarterly installments thereafter. |
| 2. This option shall vest one-fourth (1/4) of the total number of shares underlying the option on April 12, 2023 and the remaining shares in 36 equal monthly installments thereafter. |
| 3. This option shall vest one-fourth (1/4) of the total number of shares underlying the option on January 3, 2024 and the remaining shares in 36 equal monthly installments thereafter. |
| 4. This option shall vest one-fourth (1/4) of the total number of shares underlying the option on January 2, 2025 and the remaining shares in 36 equal monthly installments thereafter. |
| /s/ Jason Minio, Attorney-in-Fact | 03/21/2024 | |
| ** 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 5 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
POWER OF ATTORNEY
(For Executing Form ID and Forms 3, 4 and 5)
Know all by these presents, that the undersigned hereby constitutes and appoints each of Laura Berezin, Jaime Chase, Dayne Brown and Jason Minio of Cooley LLP, and Alethia Young and Kevin Lee of Bicycle Therapeutics plc (the “Company”), signing individually, the undersigned’s true and lawful attorneys-in fact and agents to:
(1)
Prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the Securities and Exchange Commission (the “SEC”) Form ID and Forms 3, 4 and 5 (including amendments thereto and joint filing agreements in connection therewith) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules thereunder in the undersigned’s capacity as an officer, director or beneficial owner of more than 10% of a registered class of securities of the Company;
(2)
Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to prepare and execute any such Forms 3, 4 or 5 (including amendments thereto and joint filing agreements in connection therewith) and file such forms with the SEC and any stock exchange, self-regulatory association or any similar authority; and
(3)
Take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as the attorney-in-fact may approve in the attorney-in-fact’s discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, and their substitutes, in serving in such capacity at the request of the undersigned, are not assuming (nor is the Company assuming) any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, (b) revocation by the undersigned in a signed writing delivered to the Company and the foregoing attorneys-in fact or (c) as to any attorney-in-fact individually, until such attorney-in-fact is no longer employed by the Company or Cooley LLP, as applicable.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date written below.
Date: March 12, 2024
/s/ Mike Hannay