BICYCLE THERAPEUTICS PLC — Major Shareholding Notification 2021

Apr 16, 2021

SC 13D/A 1 bcyc-sc13da_040921.htm AMENDMENT TO FORM SC 13D Field: Rule-Page

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13D/A

**(Amendment No. 3) ***

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 240.13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934

BICYCLE THERAPEUTICS PLC

(Name of Issuer)

Ordinary Shares, par value £0.01 (Title of Class of Securities) (Title of Class of Securities)

088786 108

(CUSIP Number)

Victoria A. Whyte

GlaxoSmithKline plc

980 Great West Road

Brentford, Middlesex TW8 9GS

England

Telephone: +44 (0)208 047 5000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 9, 2021

(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 §240.13d-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.

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Cusip No. 088786 108 13D/A3 Page 2 of 7

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| 1. | NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) GlaxoSmithKline plc |
| --- | --- |
| 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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)  |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION England and Wales |

| NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH | SOLE
VOTING POWER 1,616,295 |
| --- | --- |
| 8. | SHARED VOTING POWER -0- |
| 9. | SOLE DISPOSITIVE POWER 1,616,295 |
| 10. | SHARED DISPOSITIVE POWER -0- |

| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 1,616,295(1) |
| --- | --- |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (see instructions)  |
| 13. | PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 7.0% (2) |
| 14. | TYPE OF REPORTING PERSON (see instructions) CO |
| Footnotes: | |
| (1)
Includes (i) 86,734 American Depositary Shares, representing 86,734 shares of Ordinary
Shares, and (ii) 1,529,561 shares of Ordinary Shares. All are held of record by GSK Equity
Investments, Limited, formerly S.R. One, Limited (“GSKEI”), an indirect,
wholly-owned subsidiary of GlaxoSmithKline plc. (2)
Based upon 23 ,090,382 of the Issuer’s Ordinary Shares outstanding as
of March 5, 2021, as reported in the Issuer’s Form 10-K as filed with the Securities and Exchange Commission (the
“SEC”) on March 11, 2021. | |

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Cusip No. 088786 108 13D/A3 Page 3 of 7

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Item 1. Security and Issuer .

This Amendment No. 3 to Schedule 13D (this “Statement”) amends and supplements the statement on Schedule 13D originally filed on June 7, 2019, and amended on February 14, 2020 and December 7, 2020 (the “Schedule 13D”) with respect to the ordinary shares, nominal value £0.01 per share (the “Ordinary Shares”) of Bicycle Therapeutics plc, a limited liability company incorporated under the laws of England and Wales (the “Issuer”). GlaxoSmithKline plc is filing this amendment to disclose its new percentage beneficial ownership in the Issuer, which has been decreased as a result of (1) the disposition of shares of Ordinary Shares by the Reporting Person and (2) an increase in the outstanding Ordinary Shares of the Issuer. The Issuer’s principal executive offices are located at B900, Babraham Research Campus, Cambridge, CB22 3AT,United Kingdom.

Item 2. Identity and Background.

The response set forth in Item 2 of the Schedule 13D is hereby amended by deleting Schedule 1 in its entirety and replacing it with Schedule 1 attached.

Item 5. Interest in Securities of the Issuer.

The response set forth in Items 5 (a) and (b) of the Schedule 13D is hereby amended by deleting the previous response in its entirety and replacing it with the following:

(a), (b) The information contained in rows 7, 8, 9, 10, 11, and 13 on each of the cover pages of this Statement is incorporated by reference in its entirety into this Item 5.

(c) From April 9, 2021 to April 14, 2021, GSKEI disposed of 278,536 shares of American Depositary Shares as follows:

| Date of Transaction | Number
of shares disposed of | Sale
price per share |
| --- | --- | --- |
| 09-April-21 | 225,740 | $31.4863 |
| 09-April-21 | 9,260 | $32.0423 |
| 14-April-21 | 43,536 | $30.2068 |

The reported prices for April 09, 2021 are weighted average sale prices. These American Depositary Shares were sold in multiple transactions ranging from $31.0000 to $31.7500 and $32.000 to $32.2509 per American Depositary Share.

The reported price for April 14, 2021 is a weighted average sale price. These American Depositary Shares were sold in multiple transactions ranging from $30.0500 to $30.5100 per American Depositary Share.

The Reporting Person undertakes to provide the SEC staff, upon request, all information regarding the number of shares purchased at each price within the ranges set forth in the paragraphs of this Item 5(c).

Each disposition listed above was made in an open market transaction.

(d) No person, other than GlaxoSmithKline plc, is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the shares of American Depositary beneficially owned by GlaxoSmithKline plc.

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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: April 16, 2021

GLAXOSMITHKLINE PLC

By: /s/ Victoria A. Whyte

Name: Victoria A. Whyte Title: Authorized Signatory

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Cusip No. 088786 108 13D/A3 Page 5 of 7

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Schedule 1

| Name | Business
Address | Principal
Occupation or Employment | Citizenship |
| --- | --- | --- | --- |
| Board of Directors | | | |
| Emma Walmsley | 980 Great West Road Brentford Middlesex, England TW8 9GS | Executive Director and Chief Executive
Officer | British |
| Charles Bancroft | 980 Great West Road Brentford Middlesex, England TW8 9GS | Company
Director | US |
| Manvinder Singh Banga | 980 Great West Road Brentford Middlesex, England TW8 9GS | Company
Director | British
& Indian |
| Dr. Hal Barron | 269 E. Grand
Avenue, South San Francisco, CA 94080 | Chief Scientific Officer &
President, R&D | US |
| Dr. Vivienne Cox | 980 Great West Road Brentford Middlesex, England TW8 9GS | Company Director | British |
| Lynn Elsenhans | 980 Great West Road Brentford Middlesex, England TW8 9GS | Company Director | US |
| Dr. Jesse Goodman | 980 Great West Road Brentford Middlesex, England TW8 9GS | Company Director | US |
| Dr Laurie Glimcher | 980 Great West Road Brentford Middlesex, England TW8 9GS | Company Director | US |
| Judy Lewent | 980 Great West Road Brentford Middlesex, England TW8 9GS | Company Director | US |
| Iain MacKay | 980 Great West Road Brentford Middlesex, England TW8 9GS | Executive Director & Chief
Financial Officer | British |
| Urs Rohner | 980 Great West Road Brentford Middlesex, England TW8 9GS | Company Director | Swiss |
| Sir Jonathan Symonds | 980 Great West Road Brentford Middlesex, England TW8 9GS | Chairman and Company Director | British |

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| Name | Business
Address | Principal
Occupation or Employment | Citizenship |
| --- | --- | --- | --- |
| Corporate
Executive Team | | | |
| Emma Walmsley | 980 Great
West Road Brentford Middlesex, England TW8 9GS | Executive
Director and Chief Executive Officer | British |
| Dr. Hal Barron | 269
E. Grand Avenue, South San Francisco, CA 94080 | Chief
Scientific Officer & President, R&D | US |
| Roger Connor | 980 Great West Road Brentford Middlesex, England TW8 9GS | President, Global Vaccines | Irish |
| Diana Conrad | 980 Great
West Road Brentford Middlesex, England TW8 9GS | Senior Vice
President, Human Resoures | Canadian |
| James Ford | 980 Great
West Road Brentford Middlesex, England TW8 9GS | Senior Vice
President & General Counsel | British &
US |
| Nick Hirons | 980 Great
West Road Brentford Middlesex, England TW8 9GS | Senior Vice
President, Global Ethics and Compliance | British &
US |
| Sally Jackson | 980 Great
West Road Brentford Middlesex, England TW8 9GS | Senior Vice
President, Global Communications and CEO Office | British |
| Iain MacKay | 980 Great
West Road Brentford Middlesex, England TW8 9GS | Executive
Director & Chief Financial Officer | British |

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| Brian McNamara | 184 Liberty Corner
Road Warren NJ, 07059 | Chief Executive Officer,
GSK Consumer Healthcare | US |
| --- | --- | --- | --- |
| Luke Miels | 980 Great West Road Brentford Middlesex, England TW8 9GS | President, Global Pharmaceuticals | Australian |
| David Redfern | 980 Great West Road Brentford Middlesex, England TW8 9GS | Chief Strategy Officer | British |
| Regis Simard | 980 Great West Road Brentford Middlesex, England TW8 9GS | President Pharmaceutical Supply
Chain | French & British |
| Karenann Terrell | 980 Great West Road Brentford Middlesex, England TW8 9GS | Chief Digital and Technology Officer | Canadian |
| Philip Thomson | 980 Great West Road Brentford Middlesex, England TW8 9GS | President, Global Affairs | British |
| Deborah Waterhouse | 980 Great West Road Brentford Middlesex, England TW8 9GS | Chief Executive Officer of ViiV
Healthcare | British |

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