BICYCLE THERAPEUTICS PLC — Director's Dealing 2019

Jun 3, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BICYCLE THERAPEUTICS plc (BCYC)
CIK: 0001761612
Period of Report: 2019-05-28

Reporting Person: TYBOURNE CAPITAL MANAGEMENT (HK) LTD (10% Owner)
Reporting Person: Tybourne Capital Management Ltd (10% Owner)
Reporting Person: Tybourne Kesari Ltd (10% Owner)
Reporting Person: Krishnan Viswanathan (10% Owner)
Reporting Person: AQUILA INVESTMENTS IV (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-28	Ordinary Shares	C	1454411	—	Acquired	1454411	Indirect
2019-05-28	Ordinary Shares	X	139264	—	Acquired	1593675	Indirect
2019-05-28	Ordinary Shares	P	364286	$14.00	Acquired	1957961	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-05-24	Series B2 Preferred Shares	$	C	1454411	Disposed		Ordinary Shares (1454411)	Indirect
2019-05-28	Series B2 Preferred Shares Warrants	$	X	139264	Disposed		Ordinary Shares (139264)	Indirect

Footnotes

F1: Each Series B1 Preferred Share and Series B2 Preferred Share of the Issuer automatically converted into Ordinary Shares of the Issuer on a one for 1.429 basis immediately prior to the closing of the Issuer's initial public offering. The preferred shares had no expiration date. The number of shares reported with respect to preferred shares of the Issuer reflects the conversion of the Series B1 Preferred Shares and Series B2 Preferred Shares to Ordinary Shares set out in Footnote (1).

F2: The warrants to purchase Series B1 Preferred Shares became exercisable for the number of Ordinary Shares into which Series B1 Preferred Shares became convertible immediately prior to the closing of the Issuer's initial public offering. The warrants had an exercise price of GBP 0.01 per share, and were exercised immediately prior to the closing of the Issuer's initial public offering.

F3: These securities are held for the benefit of Aquila Investments IV, a private investment fund for which Tybourne Capital Management (HK) Limited ("Tybourne HK") serves as investment advisor.

F4: These securities are held for the benefit of other private investment funds and accounts for which Tybourne HK serves as investment advisor.

F5: Tybourne Capital Management Limited ("Tybourne Cayman") is the parent of Tybourne HK. Tybourne Kesari Limited ("Tybourne Kesari") is the parent of Tybourne Cayman. Mr. Krishnan is the principal and sole shareholder of Tybourne Kesari. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest in such shares, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.

F6: This report does not include any pecuniary interest of Bosun Hau in securities of the Issuer. Mr. Hau, Managing Director and Principal - Private Markets at Tybourne HK, separately files reports under Section 16.