0000950170-24-065961.txt : 20240529
0000950170-24-065961.hdr.sgml : 20240529
20240529162251
ACCESSION NUMBER: 0000950170-24-065961
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240529
FILED AS OF DATE: 20240529
DATE AS OF CHANGE: 20240529
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: 24998745
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: 24998746
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: 24998750
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: 24998747
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: 24998749
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: 24998748
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
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2024-05-29
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
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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
Non-Voting Ordinary Shares
2024-05-29
4
A
false
1429986
21.42
A
Ordinary Shares
1429986
1793439
I
See Footnotes
Non-Voting Ordinary Shares
2024-05-29
4
A
false
15684860
21.42
A
Ordinary Shares
15684860
20027289
I
See Footnotes
667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences" and, together with 667, the "Funds") purchased, respectively, 1,429,986 and 15,684,860 non-voting ordinary shares ("May 2024 Non-Voting Ordinary Shares") of Bicycle Therapeutics plc (the "Issuer") for $21.42 per share pursuant to a private placement that closed on May 29, 2024 (the "Offering"). The May 2024 Non-Voting Ordinary Shares and the Pre-Offering Non-Voting Ordinary Shares (as defined below) (collectively, the "Non-Voting Ordinary Shares") have no expiration date and are convertible immediately at any time at the option of the holder on a 1-for-1 basis without consideration into ordinary shares of the Issuer ("Ordinary Shares") to the extent that immediately prior to or after giving effect to such conversion the holders thereof, together with their affiliates and any members of a Section 13(d) group with such holders, (continued in footnote 2)
would beneficially own, for purposes of Rule 13d-3 under the Securities Act of 1934, as amended, no more than 9.99% of the outstanding Ordinary Shares (the "Beneficial Ownership Limitation") following such conversion.By written notice to the Issuer, the Funds may from time to time increase or decrease the Beneficial Ownership Limitation applicable to that Fund to any other percentage not in excess of 19.9%. Any such increase will not be effective until the 61st day after such notice is delivered to the Issuer. Baker Bros. Advisors LP (the "Adviser") on behalf of the Funds submitted written notice to the Issuer of an increase in the Beneficial Ownership Limitation from 9.99% to 19.9% on April 16, 2024 related to the 4,705,882 Non-Voting Ordinary Shares held prior to the Offering ("Pre-Offering Non-Voting Ordinary Shares"). This increase in the Beneficial Ownership Limitation on the Pre-Offering Non-Voting Ordinary Shares will take effect on June 16, 2024.
The Adviser on behalf of the Funds submitted written notice to the Issuer on May 28, 2024 of an increase in the Beneficial Ownership Limitation from 9.99% to 19.9% on May 29, 2024 related to the May 2024 Non-Voting Ordinary Shares. This increase in the Beneficial Ownership Limitation on the May 2024 Non-Voting Ordinary shares will take effect on July 29, 2024.
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 9 of Table II held directly by 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.
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. Baker Bros. Advisors (GP) LLC (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.
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 9 of Table II directly held by 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.
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
2024-05-29
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
2024-05-29
By: Baker Bros. Advisors (GP) LLC, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing
2024-05-29
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/
2024-05-29
/s/ Felix J. Baker
2024-05-29
/s/ Julian C. Baker
2024-05-29