Novartis AG — Director's Dealing 2019

May 23, 2019

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: BICYCLE THERAPEUTICS Ltd (BCYC)
CIK: 0001761612
Period of Report: 2019-05-22

Reporting Person: Novartis Bioventures Ltd (10% Owner)
Reporting Person: NOVARTIS AG (10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Preferred Shares	$		Ordinary Shares (893195)		Direct
Series A Preferred Shares Warrants	$	2027-05-26	Series A Preferred Shares (71450)		Direct
Series B1 Preferred Shares	$		Ordinary Shares (636366)		Direct

Footnotes

F1: Each Series A Preferred Share and Series B1 Preferred Share shall automatically convert into Ordinary Shares on a one for 1.429 basis immediately prior to the closing of the Issuer's initial public offering and have no expiration date.

F2: Share numbers give effect to the bonus shares issued to each holder of ordinary shares on the basis of 1.429 bonus shares for each ordinary share in issue, effective on May 13, 2019, which will be effective for the ordinary shares upon their conversion to ordinary shares upon the closing of the Issuer's initial public offering. The number of shares reflects the conversion of the Series A Preferred Shares and the Series B1 Preferred Shares to Ordinary Shares set out in footnote (1).

F3: The board of directors of Novartis Bioventures Ltd. has sole voting and investment control and power over such securities. None of the members of its board of directors has individual voting or investment power with respect to such securities and each disclaims beneficial ownership of such securities. Novartis Bioventures Ltd. is an indirectly owned subsidiary of Novartis AG.

F4: The Warrants to purchase Series A Preferred Shares have an exercise price of a nominal value per share. The Warrants are immediately exercisable and expire on May 26, 2027.