0000950170-24-046415.txt : 20240422
0000950170-24-046415.hdr.sgml : 20240422
20240422160342
ACCESSION NUMBER: 0000950170-24-046415
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240418
FILED AS OF DATE: 20240422
DATE AS OF CHANGE: 20240422
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BAKER JULIAN
CENTRAL INDEX KEY: 0001087939
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38916
FILM NUMBER: 24861156
MAIL ADDRESS:
STREET 1: BAKER BROS. ADVISORS LP
STREET 2: 860 WASHINGTON STREET 3RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10014
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BAKER FELIX
CENTRAL INDEX KEY: 0001087940
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38916
FILM NUMBER: 24861157
MAIL ADDRESS:
STREET 1: BAKER BROS. ADVISORS LP
STREET 2: 860 WASHINGTON STREET 3RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10014
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BAKER BROS. ADVISORS LP
CENTRAL INDEX KEY: 0001263508
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38916
FILM NUMBER: 24861161
BUSINESS ADDRESS:
STREET 1: 860 WASHINGTON STREET
STREET 2: 3RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10014
BUSINESS PHONE: 2123395600
MAIL ADDRESS:
STREET 1: 860 WASHINGTON STREET
STREET 2: 3RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10014
FORMER NAME:
FORMER CONFORMED NAME: BAKER BROS ADVISORS LLC
DATE OF NAME CHANGE: 20030911
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Baker Brothers Life Sciences LP
CENTRAL INDEX KEY: 0001363364
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38916
FILM NUMBER: 24861158
BUSINESS ADDRESS:
STREET 1: 860 WASHINGTON STREET
STREET 2: 3RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10014
BUSINESS PHONE: 212-339-5600
MAIL ADDRESS:
STREET 1: 860 WASHINGTON STREET
STREET 2: 3RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10014
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: 667, L.P.
CENTRAL INDEX KEY: 0001551139
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38916
FILM NUMBER: 24861160
BUSINESS ADDRESS:
STREET 1: 860 WASHINGTON STREET
STREET 2: 3RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10014
BUSINESS PHONE: 212-339-5600
MAIL ADDRESS:
STREET 1: 860 WASHINGTON STREET
STREET 2: 3RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10014
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Baker Bros. Advisors (GP) LLC
CENTRAL INDEX KEY: 0001580575
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38916
FILM NUMBER: 24861159
BUSINESS ADDRESS:
STREET 1: 860 WASHINGTON STREET
STREET 2: 3RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10014
BUSINESS PHONE: (212)339-5600
MAIL ADDRESS:
STREET 1: 860 WASHINGTON STREET
STREET 2: 3RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10014
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: BICYCLE THERAPEUTICS plc
CENTRAL INDEX KEY: 0001761612
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
ORGANIZATION NAME: 03 Life Sciences
IRS NUMBER: 000000000
BUSINESS ADDRESS:
STREET 1: BLOCKS A & B, PORTWAY BUILDING
STREET 2: GRANTA PARK, GREAT ABINGTON
CITY: CAMBRIDGE
STATE: X0
ZIP: CB21 6GS
BUSINESS PHONE: 011441223261503
MAIL ADDRESS:
STREET 1: BLOCKS A & B, PORTWAY BUILDING
STREET 2: GRANTA PARK, GREAT ABINGTON
CITY: CAMBRIDGE
STATE: X0
ZIP: CB21 6GS
FORMER COMPANY:
FORMER CONFORMED NAME: BICYCLE THERAPEUTICS Ltd
DATE OF NAME CHANGE: 20181212
4
1
ownership.xml
4
X0508
4
2024-04-18
false
0001761612
BICYCLE THERAPEUTICS plc
BCYC
0001263508
BAKER BROS. ADVISORS LP
860 WASHINGTON STREET, 3RD FLOOR
NEW YORK
NY
10014
true
false
true
false
0001551139
667, L.P.
860 WASHINGTON STREET, 3RD FLOOR
NEW YORK
NY
10014
true
false
true
false
0001580575
Baker Bros. Advisors (GP) LLC
860 WASHINGTON STREET, 3RD FLOOR
NEW YORK
NY
10014
true
false
true
false
0001363364
Baker Brothers Life Sciences LP
860 WASHINGTON STREET, 3RD FLOOR
NEW YORK
NY
10014
true
false
true
false
0001087940
BAKER FELIX
860 WASHINGTON STREET, 3RD FLOOR
NEW YORK
NY
10014
true
false
true
false
0001087939
BAKER JULIAN
860 WASHINGTON STREET, 3RD FLOOR
NEW YORK
NY
10014
true
false
true
false
false
American Depositary Shares
2024-04-18
4
A
false
12000
0
A
591856
I
See Footnotes
American Depositary Shares
2024-04-18
4
A
false
12000
0
A
6449320
I
See Footnotes
Share Option (Right to Buy)
21.82
2024-04-18
4
A
false
24000
0
A
2034-04-18
American Depositary Shares
24000
24000
I
See Footnotes
Share Option (Right to Buy)
21.82
2024-04-18
4
A
false
24000
0
A
2034-04-18
American Depositary Shares
24000
24000
I
See Footnotes
Includes 12,000 restricted stock units (each an "RSU") payable solely in American Depositary Shares ("ADS") of Bicycle Therapeutics plc (the "Issuer") granted by the Issuer to Felix J. Baker, a managing member of Baker Bros. Advisors (GP) LLC (the "Adviser GP") on April 18, 2024, pursuant to the Issuer's 2020 Equity Incentive Plan (the "2020 Plan"). The RSUs vest in three equal annual installments beginning on April 18, 2025, subject to Felix J. Baker's continuous service on the board of directors of the Issuer (the "Board") through the vesting date. Felix J. Baker serves on the Board as a representative of 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds"). Each RSU represents a contingent right to recieve one Ordinary Share.
After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in the securities reported in column 5 of Table I and in column 9 of Table II held directly by or held for the benefit of 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.
Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held directly by the Funds or for the benefit for Funds. The Adviser GP is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held directly by the Funds or for the benefit of the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held directly by the Funds or for the benefit of the Funds.
Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds or for the benefit of the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.
Pursuant to the policies of the Adviser, Felix J. Baker does not have any right to any of the Issuer's securities issued as part of his service on the Board and the Funds are entitled to an indirect proportionate pecuniary interest in the securities. The Funds each own an indirect proportionate pecuniary interest in the ADS received upon vesting of RSUs and non-qualified share options convertible solely into ADS of the Issuer ("Share Options") received as a result of his service on the Board. Solely as a result of
their ownership interest in (i) the general partners of the Funds and (ii) the Funds, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the ADS upon vesting of RSUs, Share Options, and ADS received upon the exercise of Share Options (i.e. no direct pecuniary interest).
The acquisitions of the RSUs and Share Options reported on this form represent a single grant to Felix J. Baker of 12,000 RSUs on Table I and 24,000 Share Options on Table II. These grants, totaling 12,000 RSUs and 24,000 Share Options for Felix J. Baker, are reported for each of the Funds as each has an indirect pecuniary interest in such securities.
Pursuant to agreements between Felix J. Baker and the Adviser and the policies of the Adviser, the Adviser has voting and dispositive power over the Share Options, RSUs and any ADS received as a result of the exercise of Share Options or vesting of RSUs.
ADS each represent 1 Ordinary Share.
After giving effect to the transaction reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Life Sciences, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in the securities reported in column 5 of Table I and in column 9 of Table II directly held by or held for the benefit of Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.
Includes 24,000 Share Options granted by the Issuer to Felix J. Baker, in his capacity as a director of the Issuer pursuant to the 2020 Plan. The Share Options have a strike price of $21.82 and vest in three equal annual installments beginning on April 18, 2025, provided, however, that all vesting of Share Options granted to a director shall cease if that director resigns from the Board or otherwise ceases to serve as a director, unless the Board determines otherwise.
Felix J. Baker, a managing member of Baker Bros. Advisors (GP) LLC, the sole general partner of Baker Bros. Advisors LP, is a director of Bicycle Therapeutics plc (the "Issuer"). By virtue of their representation on the board of directors of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons other than Felix J. Baker are deemed directors by deputization of the Issuer.
By: Baker Bros. Advisors LP, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing
2024-04-22
Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to 667, L.P., pursuant to authority granted by Baker Biotech Capital, L.P., GP to 667, L.P. Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing
2024-04-22
By: Baker Bros. Advisors (GP) LLC, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing
2024-04-22
Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to BAKER BROTHERS LIFE SCIENCES, L.P., pursuant to authoritygrantedby Baker Brothers Life Sciences Capital, L.P., GP to Baker Brothers Life Sciences, L.P., Name: Scott L. Lessing, Title:President /s/
2024-04-22
/s/ Felix J. Baker
2024-04-22
/s/ Julian C. Baker
2024-04-22