SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Lee Kevin

(Last)

(First)

(Middle)

C/O BICYCLE THERAPEUTICS PLC

B900, BABRAHAM RESEARCH CAMPUS

(Street)

CAMBRIDGE

CB22 3AT

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/22/2019

3. Issuer Name and Ticker or Trading Symbol
BICYCLE THERAPEUTICS Ltd [ BCYC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares	275,085	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽²⁾	12/13/2028	Ordinary Shares	164,743	$0.01⁽¹⁾	D
Stock Option (Right to Buy)	⁽³⁾	03/07/2029	Ordinary Shares	44,897	$8.1⁽¹⁾	D

Explanation of Responses:

1. This exercise price is in US Dollars and reflects the conversion of GBP to USD at an exchange rate of $1.2723 to pound1.00 as of May 17, 2019. This option is fully vested.

2. Commencing as of January 23, 2019, 7,974.3 of the shares subject to the option will vest every month through September 23, 2019; commencing as of October 23, 2019, 5,634.3 of the shares subject to the option will vest every month through March 23, 2020; commencing as of April 23, 2020, 4,509.7 of the shares subject to the option will vest every month through October 23, 2020; and commencing November 23, 2020, 3,947.5 of the shares subject to the option will vest every month through May 23, 2021, in each case provided that the named executive officer remains continuously employed with us through each applicable vesting date. The shares subject to the option are not early exercisable.

3. 25% of the shares shall vest on January 1, 2020, and the remaining shall vest in 36 equal monthly installments.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Lee Kalowski, as Attorney-in-Fact	05/22/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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