Baker Bros. Advisors Amends Bicycle Therapeutics Stake

TL;DR

Baker Bros. Advisors updated their Bicycle Therapeutics filing on 12/17/24. Watch this space.

AI Summary

Baker Bros. Advisors LP, through its affiliates, has amended its Schedule 13D filing regarding Bicycle Therapeutics plc as of December 17, 2024. The filing indicates a change in beneficial ownership, though specific new holdings or percentage changes are not detailed in this excerpt. The Baker brothers, Felix J. Baker and Julian C. Baker, are key individuals associated with Baker Bros. Advisors.

Why It Matters

This amendment signals a potential shift in the investment strategy or holdings of a significant institutional investor in Bicycle Therapeutics, which could influence the stock's trading activity.

Risk Assessment

Risk Level: medium — Amendments to 13D filings can indicate changes in activist investor intentions or significant stake adjustments, requiring careful monitoring.

Key Players & Entities

• Baker Bros. Advisors LP (company) — Filing entity
• Bicycle Therapeutics plc (company) — Subject company
• Felix J. Baker (person) — Group member of Baker Bros. Advisors
• Julian C. Baker (person) — Group member of Baker Bros. Advisors

FAQ

Key Financial Figures

• $21.82 — to purchase ADS at an exercise price of $21.82 per share which vest in three equal ann
• $13.32 — e transactions at a prices ranging from $13.32 to $13.50. The Reporting Persons undert
• $13.50 — ions at a prices ranging from $13.32 to $13.50. The Reporting Persons undertake to pro
• $13.42 — ple transactions at prices ranging from $13.42 to $13.89. The Reporting Persons undert
• $13.89 — ctions at prices ranging from $13.42 to $13.89. The Reporting Persons undertake to pro
• $13.44 — ple transactions at prices ranging from $13.44 to $13.81. The Reporting Persons undert
• $13.81 — ctions at prices ranging from $13.44 to $13.81. The Reporting Persons undertake to pro
• $13.48 — ple transactions at prices ranging from $13.48 to $14.00. The Reporting Persons undert
• $14.00 — ctions at prices ranging from $13.48 to $14.00. The Reporting Persons undertake to pro
• $15.11 — ple transactions at prices ranging from $15.11 to $15.49. The Reporting Persons undert
• $15.49 — ctions at prices ranging from $15.11 to $15.49. The Reporting Persons undertake to pro

Filing Documents

• tm2431383d3_sc13da.htm (SC 13D/A) — 114KB
• 0001104659-24-129475.txt ( ) — 116KB

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration.

of Schedule 13D is supplemented and amended, as the case may

Item 3 of Schedule 13D is supplemented and amended, as the case may be, as follows: The disclosure in Item 5(c) below is incorporated herein by reference. The Reporting Persons may in the ordinary course of business hold securities in margin accounts maintained for the Funds with prime brokers, which extend margin credit as and when required, subject to applicable margin regulations, stock exchange rules and such firms’ credit policies. Positions in securities may be pledged as collateral security for the repayment of debit balances in such accounts. Item 4. Purpose of the Transaction.

of this Schedule 13D is supplemented and amended, as the case

Item 4 of this Schedule 13D is supplemented and amended, as the case may be, as follows: This Amendment No. 2 is being filed to report the purchase of American Depositary Shares (“ADS”) of Bicycle Therapeutics plc (the “Issuer”) reported in Item 5(c) that resulted in a more than 1 percent change in beneficial ownership. Each ADS represents one Ordinary Share of the Issuer. The disclosure regarding the purchases in Item 5(c) below is incorporated herein by reference. Non-Voting Ordinary Shares are only convertible on a 1-for-1 basis into Ordinary Shares (“Non-Voting Ordinary Shares”) to the extent that after giving effect to such conversion the holders thereof, their affiliates and any persons who are members of a Section 13(d) group with the holders or their affiliates would beneficially own in the aggregate, for purposes of Rule 13d-3 under the Exchange Act, no more than 19.9% of the outstanding Ordinary Shares (“Beneficial Limitation applicable to that Fund to any other percentage not in excess of 19.9%. Any such increase will not be effective until the 61st day after such notice is delivered to the Issuer. As a result of this restriction, the number of Ordinary Shares that may be issued upon conversion of the Non-Voting Ordinary Shares by the above holders may change depending upon changes in the outstanding Ordinary Shares. As a result of this restriction the Funds cannot presently convert any of the Non-Voting Ordinary Shares. The Funds hold securities of the Issuer for investment purposes. The Reporting Persons or their affiliates may purchase additional securities or dispose of securities in varying amounts and at varying times depending upon the Reporting Persons’ continuing assessments of pertinent factors, including the availability of Ordinary Shares or ADS or other

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. The disclosure in Item 4 is incorporated by reference herein. (a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Amendment No. 2 are incorporated herein by reference. Set forth below is the aggregate number of Ordinary Shares held in the form of ADS directly held by each of the Funds, which may be deemed to be indirectly beneficially owned by the Reporting Persons, as well as Ordinary Shares that may be acquired upon conversion of Non-Voting Ordinary Shares, subject to the limitations on conversion described above. Holder American Depositary Shares Non-Voting Ordinary Shares 667, L.P. 902,083 1,597,341 Baker Brothers Life Sciences, L.P. 9,983,274 17,840,603 Total 10,885,357 19,437,944 Felix J. Baker, an independent director and a Class I director, serves as a member of the Nominating and Corporate Governance Committee and the Scientific Committee until the Issuer’s 2026 annual general meeting of shareholders and until his successor has been duly elected and qualified or until his earlier death, resignation or removal. Felix J. Baker holds 24,000 options to purchase ADS at an exercise price of $21.82 per share which vest in three equal annual installments over a three-year period commencing on April 18, 2025, subject to continued service throughout the applicable vesting dates and expire on April 18, 2034 (“Share Options”), none of which will vest within sixty days following the date of this filing. Felix J. Baker also holds 12,000 restricted stock units (each, an “RSU”) which vest into ADS in three equal annual installments over a three-year period commencing on April 18, 2025, subject to continued service throughout the applicable vesting dates. The policies of the Funds and the Adviser do not permit managing members of the Adviser GP to receive compensation for serving as a director of the Issuer, and the Funds are instead entitled to the pecun

View Full Filing

View this SC 13D/A filing on SEC EDGAR