0000929638-20-001082.txt : 20201112 0000929638-20-001082.hdr.sgml : 20201112 20201112091152 ACCESSION NUMBER: 0000929638-20-001082 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20201112 DATE AS OF CHANGE: 20201112 GROUP MEMBERS: AQUILA INVESTMENTS IV GROUP MEMBERS: TYBOURNE CAPITAL MANAGEMENT LTD GROUP MEMBERS: TYBOURNE KESARI LTD GROUP MEMBERS: VISWANATHAN KRISHNAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BICYCLE THERAPEUTICS plc CENTRAL INDEX KEY: 0001761612 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-91023 FILM NUMBER: 201303859 BUSINESS ADDRESS: STREET 1: B900 BABRAHAM RESEARCH CAMPUS CITY: CAMBRIDGE STATE: X0 ZIP: CB22 3AT BUSINESS PHONE: 011441223261503 MAIL ADDRESS: STREET 1: B900 BABRAHAM RESEARCH CAMPUS CITY: CAMBRIDGE STATE: X0 ZIP: CB22 3AT FORMER COMPANY: FORMER CONFORMED NAME: BICYCLE THERAPEUTICS Ltd DATE OF NAME CHANGE: 20181212 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TYBOURNE CAPITAL MANAGEMENT (HK) LTD CENTRAL INDEX KEY: 0001553936 IRS NUMBER: 000000000 STATE OF INCORPORATION: K3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 30/F, AIA CENTRAL STREET 2: 1 CONNAUGHT ROAD C CITY: HONG KONG STATE: K3 ZIP: XXXXX BUSINESS PHONE: 852-3983-6869 MAIL ADDRESS: STREET 1: 30/F, AIA CENTRAL STREET 2: 1 CONNAUGHT ROAD C CITY: HONG KONG STATE: K3 ZIP: XXXXX FORMER COMPANY: FORMER CONFORMED NAME: TYBOURNE CAPITAL MANAGEMENT HK LTD DATE OF NAME CHANGE: 20120711 SC 13D/A 1 schedule13da.htm AMENDMENT NO. 2
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 
SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

                                        Bicycle Therapeutics Limited                                       
(Name of Issuer)

                                        Ordinary Shares                                       
(Title of Class of Securities)

                                        088786108 **                                       
(CUSIP Number)

Catherine Cheung
Tybourne Capital Management (HK) Limited
30/F, AIA Central
1 Connaught Road Central
Hong Kong, K3
Tel. No.: 852-3983-6800
(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 Rule 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 (however, see the Notes).
 
** Cusip number relates to the American Depositary Shares representing Ordinary Shares. References herein to “Ordinary Shares” include Ordinary Shares underlying American Depositary Shares.
1
Names of Reporting Persons.
 
Tybourne Capital Management (HK) Limited
 
  
2
Check the Appropriate Box if a Member of a Group (See Instructions)
  
 
(a)            [ ]
  
 
(b)            [ ]
  
3
SEC Use Only
  
4
Source of Funds (See Instructions):
AF
  
5
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ]
 
  
6
Citizenship or Place of Organization.
Hong Kong
  

Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
7            Sole Voting Power
 
0
8            Shared Voting Power
 
1,957,961 
 
9  Sole Dispositive Power
 
0
10            Shared Dispositive Power
 
1,957, 961 
 

11
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,957, 961 
 
    
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [ ]
 
    
13
Percent of Class Represented by Amount in Row (11)
 
9.2% 
 
    
14
Type of Reporting Person (See Instructions)
 
IA
    

1
Names of Reporting Persons.
 
Tybourne Capital Management Limited
 
  
2
Check the Appropriate Box if a Member of a Group (See Instructions)
  
 
(a)            [ ]
  
 
(b)            [ ]
  
3
SEC Use Only
  
4
Source of Funds (See Instructions):
AF
  
5
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ]
 
  
6
Citizenship or Place of Organization.
Cayman Islands
  

Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
7            Sole Voting Power
 
0
8            Shared Voting Power
 
1,957, 961 
 
9  Sole Dispositive Power
 
0
10            Shared Dispositive Power
 
1,957, 961 
 

11
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,957, 961 
 
    
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [ ]
 
    
13
Percent of Class Represented by Amount in Row (11)
 
9.2% 
 
    
14
Type of Reporting Person (See Instructions)
 
HC
    
1
Names of Reporting Persons.
 
Tybourne Kesari Limited
 
  
2
Check the Appropriate Box if a Member of a Group (See Instructions)
  
 
(a)            [ ]
  
 
(b)            [ ]
  
3
SEC Use Only
  
4
Source of Funds (See Instructions):
Cayman Islands
  
5
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ]
 
  
6
Citizenship or Place of Organization.
Cayman Islands
  

Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
7            Sole Voting Power
 
0
8            Shared Voting Power
 
1,957, 961 
 
9  Sole Dispositive Power
 
0
10            Shared Dispositive Power
 
1,957, 961 
 

11
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,957, 961 
 
    
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [ ]
 
    
13
Percent of Class Represented by Amount in Row (11)
 
9.2% 
 
    
14
Type of Reporting Person (See Instructions)
 
HC
    
1
Names of Reporting Persons.
 
Viswanathan Krishnan
 
  
2
Check the Appropriate Box if a Member of a Group (See Instructions)
  
 
(a)            [ ]
  
 
(b)            [ ]
  
3
SEC Use Only
  
4
Source of Funds (See Instructions):
AF
  
5
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ]
 
  
6
Citizenship or Place of Organization.
United Kingdom
  

Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
7            Sole Voting Power
 
0
8            Shared Voting Power
 
1,957, 961 
 
9  Sole Dispositive Power
 
0
10            Shared Dispositive Power
 
1,957, 961 
 

11
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,957, 961 
 
    
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [ ]
 
    
13
Percent of Class Represented by Amount in Row (11)
 
9.2% 
 
    
14
Type of Reporting Person (See Instructions)
 
HC, IN
    
1
Names of Reporting Persons.
 
Aquila Investments IV
 
  
2
Check the Appropriate Box if a Member of a Group (See Instructions)
  
 
(a)            [ ]
  
 
(b)            [ ]
  
3
SEC Use Only
  
4
Source of Funds (See Instructions):
WC
  
5
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ]
 
  
6
Citizenship or Place of Organization.
Cayman Islands
  

Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
7            Sole Voting Power
 
0
8            Shared Voting Power
 
1,593,675 
 
9  Sole Dispositive Power
 
0
10            Shared Dispositive Power
 
1,593,675 
 

11
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,593,675 
 
    
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [ ]
 
    
13
Percent of Class Represented by Amount in Row (11)
 
7.5% 
 
    
14
Type of Reporting Person (See Instructions)
 
OO
    

AMENDMENT NO. 2 TO SCHEDULE 13D


This Amendment No. 2 to Schedule 13D (the “Amendment”) relates to Ordinary Shares (“Ordinary Shares”) of Bicycle Therapeutics Limited, a limited company organized under the laws od England and Wales (the “Issuer” or the “Company”).  This Amendment is being filed to amend the Schedule 13D that was originally filed on June 3, 2019 and amended on July 20, 2020 (as so amended, the “Schedule 13D”).  Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meaning as in the Schedule 13D.

*  *  *

This Amendment is being filed solely due to a change in the number of Ordinary Shares outstanding and not as the result of any transactions by the Reporting Persons.

The percentages reported herein are based on a statement by the Issuer in its Quarterly Report on Form 10-Q, as filed with the SEC on November 5, 2020, that there were 21,304,801 Ordinary Shares outstanding as of November 3, 2020.

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:
November 11, 2020
 

 
TYBOURNE CAPITAL MANAGEMENT (HK) LIMITED 
By: /s/ Catherine Cheung    
Catherine Cheung, Chief Operating Officer


TYBOURNE CAPITAL MANAGEMENT LIMITED
By: /s/ Viswanathan Krishnan
Viswanathan Krishnan, Principal


TYBOURNE KESARI LIMITED
By: /s/ Viswanathan Krishnan
Viswanathan Krishnan, Principal


/s/ Viswanathan Krishnan                                                                                    


AQUILA INVESTMENTS IV 
By: Tybourne Kesari Limited, Director
By: /s/ Viswanathan Krishnan
Viswanathan Krishnan, Principal