Kalowski Lee Form 4 BICYCLE THERAPEUTICS / Lee Kalowski ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Kalowski Lee

(Last) (First) (Middle)

C/O BICYCLE THERAPEUTICS PLC

B900, BABRAHAM RESEARCH CAMPUS

(Street)

CAMBRIDGE X0 CB22 3AT

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BICYCLE THERAPEUTICS plc [ BCYC ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President and CFO

3. Date of Earliest Transaction (Month/Day/Year)
07/29/2021

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares	07/29/2021		M(1)		12,500	A	$1.63(2)	12,500	D
Ordinary Shares	07/29/2021		S(1)		8,996	D	$31.24(3)	3,504	D
Ordinary Shares	07/29/2021		S(1)		3,204	D	$32.13(4)	300	D
Ordinary Shares	07/29/2021		S(1)		300	D	$32.81(5)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$1.63(2)	07/29/2021		M(1)			12,500	(6)	07/23/2027	Ordinary Shares	12,500	$0.00	67,274	D

Explanation of Responses:

1. Shares exercised and sold pursuant to a Rule 10b5-1 trading plan.

2. This exercise price is in US Dollars and reflects the conversion of GBP to USD at an exchange rate of $1.39511 to GBP 1.00 as of July 29, 2021.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.73 to $31.72 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (3), (4) and (5).

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.77 to $32.76 inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.78 to $32.86 inclusive.

6. 20% of the shares subject to the option vested on July 24, 2018, 60% of the shares subject to the option will vest each month thereafter in 36 equal monthly installments, and the remaining 20% of the shares subject to the option will vest on the earlier of (i) the fourth anniversary of the grant date and (ii) the date on which the Issuer's board of directors determines that the Issuer has satisfied certain performance vesting milestones, in all cases provided that the Reporting Person remains continuously employed with us through each applicable vesting date.

Remarks:

	/s/ Lee Kalowski	07/30/2021
	** 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 4 (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).
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