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^*

HARLAND DEBORAH

(Last)

(First)

(Middle)

C/O S.R. ONE, LIMITED

161 WASHINGTON STREET, SUITE 500

(Street)

CONSHOHOCKEN

19428

(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
	Officer (give title below)	Other (specify below)

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)

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)
Series A Preferred Shares	⁽¹⁾	⁽¹⁾	Ordinary Shares	893,195⁽²⁾	⁽¹⁾	I	See Footnote⁽⁴⁾
Series B1 Preferred Shares	⁽³⁾	⁽³⁾	Ordinary Shares	636,366⁽²⁾	⁽³⁾	I	See Footnote⁽⁴⁾

Explanation of Responses:

1. The Series A Preferred Shares are convertible at any time at the election of the holder without payment of further consideration. Each share of Series A Preferred Shares will automatically convert into 1.429 shares of ordinary shares upon the closing of Bicycle Therapeutics Limited's (the "Issuer") initial public offering. The shares have no expiration date.

2. 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.

3. The Series B1 Preferred Shares are convertible at any time at the election of the holder without payment of further consideration. Each share of B1 Preferred Shares will automatically convert into 1.429 shares of ordinary shares upon the closing of the Issuer's initial public offering. The shares have no expiration date.

4. S.R. One, Limited, an indirect, wholly-owned subsidiary of GlaxoSmithKline plc, is the record holder of the shares reported herein. Deborah Harland holds the title of Vice President at S.R. One, Limited and is an employee of GlaxoSmithKline Services Unlimited, a wholly-owned subsidiary of GlaxoSmithKline plc. Ms. Harland disclaims beneficial ownership of all the shares held by S.R. One, Limited and this report shall not be deemed an admission of beneficial ownership of such shares for the purposes of Section 16 or for any other purpose except to the extent of her pecuniary interest therein.

Remarks:

Exhibit List Exhibit A - Power of Attorney

	/s/ Lee Kalowski, Attorney-in-Fact for Deborah Harland	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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