| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | BCYC | American Depositary Shares | Award | $0 | +12K | +2.07% | $0.00 | 592K | Apr 18, 2024 | See Footnotes | F1, F2, F3, F4, F5, F6, F7, F8 |
| transaction | BCYC | American Depositary Shares | Award | $0 | +12K | +0.19% | $0.00 | 6.45M | Apr 18, 2024 | See Footnotes | F1, F3, F4, F5, F6, F7, F8, F9 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | BCYC | Share Option (Right to Buy) | Award | $0 | +24K | $0.00 | 24K | Apr 18, 2024 | American Depositary Shares | 24K | $21.82 | See Footnotes | F2, F3, F4, F5, F6, F7, F8, F10 | |
| transaction | BCYC | Share Option (Right to Buy) | Award | $0 | +24K | $0.00 | 24K | Apr 18, 2024 | American Depositary Shares | 24K | $21.82 | See Footnotes | F3, F4, F5, F6, F7, F8, F9, F10 |
| Id | Content |
|---|---|
| F1 | Includes 12,000 restricted stock units (each an "RSU") payable solely in American Depositary Shares ("ADS") of Bicycle Therapeutics plc (the "Issuer") granted by the Issuer to Felix J. Baker, a managing member of Baker Bros. Advisors (GP) LLC (the "Adviser GP") on April 18, 2024, pursuant to the Issuer's 2020 Equity Incentive Plan (the "2020 Plan"). The RSUs vest in three equal annual installments beginning on April 18, 2025, subject to Felix J. Baker's continuous service on the board of directors of the Issuer (the "Board") through the vesting date. Felix J. Baker serves on the Board as a representative of 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds"). Each RSU represents a contingent right to recieve one Ordinary Share. |
| F2 | After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in the securities reported in column 5 of Table I and in column 9 of Table II held directly by or held for the benefit of 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667. |
| F3 | Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held directly by the Funds or for the benefit for Funds. The Adviser GP is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held directly by the Funds or for the benefit of the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held directly by the Funds or for the benefit of the Funds. |
| F4 | Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds or for the benefit of the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose. |
| F5 | Pursuant to the policies of the Adviser, Felix J. Baker does not have any right to any of the Issuer's securities issued as part of his service on the Board and the Funds are entitled to an indirect proportionate pecuniary interest in the securities. The Funds each own an indirect proportionate pecuniary interest in the ADS received upon vesting of RSUs and non-qualified share options convertible solely into ADS of the Issuer ("Share Options") received as a result of his service on the Board. Solely as a result of their ownership interest in (i) the general partners of the Funds and (ii) the Funds, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the ADS upon vesting of RSUs, Share Options, and ADS received upon the exercise of Share Options (i.e. no direct pecuniary interest). |
| F6 | The acquisitions of the RSUs and Share Options reported on this form represent a single grant to Felix J. Baker of 12,000 RSUs on Table I and 24,000 Share Options on Table II. These grants, totaling 12,000 RSUs and 24,000 Share Options for Felix J. Baker, are reported for each of the Funds as each has an indirect pecuniary interest in such securities. |
| F7 | Pursuant to agreements between Felix J. Baker and the Adviser and the policies of the Adviser, the Adviser has voting and dispositive power over the Share Options, RSUs and any ADS received as a result of the exercise of Share Options or vesting of RSUs. |
| F8 | ADS each represent 1 Ordinary Share. |
| F9 | After giving effect to the transaction reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Life Sciences, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in the securities reported in column 5 of Table I and in column 9 of Table II directly held by or held for the benefit of Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences. |
| F10 | Includes 24,000 Share Options granted by the Issuer to Felix J. Baker, in his capacity as a director of the Issuer pursuant to the 2020 Plan. The Share Options have a strike price of $21.82 and vest in three equal annual installments beginning on April 18, 2025, provided, however, that all vesting of Share Options granted to a director shall cease if that director resigns from the Board or otherwise ceases to serve as a director, unless the Board determines otherwise. |
Felix J. Baker, a managing member of Baker Bros. Advisors (GP) LLC, the sole general partner of Baker Bros. Advisors LP, is a director of Bicycle Therapeutics plc (the "Issuer"). By virtue of their representation on the board of directors of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons other than Felix J. Baker are deemed directors by deputization of the Issuer.