| Item 1(a). | Name of Issuer: |
Bicycle Therapeutics plc (the “Issuer”)
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
Blocks A & B, Portway Building, Granta Park
Great Abington, Cambridge, United Kingdom CB21 6GS
| Item 2 (a). | Name of Person Filing: |
Jefferies LLC
Jefferies Financial Group Inc.
(each a “Reporting Person” and collectively, the “Reporting Persons”)
An agreement among the Reporting Persons that this Schedule 13G is filed on behalf of each of them is attached hereto as Exhibit 1.
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
520 Madison Ave., New York, NY 10022
The responses of the Reporting Persons to Row 4 in each of their respective cover pages are incorporated herein by reference.
| Item 2 (d). | Title and Class of Securities: |
Ordinary Shares, nominal value £0.01 per share (“Ordinary Shares”).
088786108
Item 3.
| If This Statement is Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c), Check Whether the Person Filing is a: |
| | (a)
| ☒ | Broker or dealer registered under Section 15 of the Exchange Act |
| | (b)
| ☐ | Bank as defined in Section 3(a)(6) of the Exchange Act |
| | (c)
| ☐ | Insurance company as defined in Section 3(a)(19) of the Exchange Act |
| | (d) | ☐ | Investment company registered under Section 8 of the Investment Company Act |
| | (e) | ☐ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E) |
| | (f)
| ☐ | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F) |
| | (g)
| ☒ | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G) |
| | (h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act |
| | (i)
| ☐ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act |
| | (j) | ☐ | A non-U.S. institution in accordance with Rule 13d–1(b)(1)(ii)(J) |
| | (k)
| ☐ | Group, in accordance with Rule 13d-1(b)(1)(ii)(K) |
If filing as a non-U.S. institution in accordance with Rule 13d–1(b)(1)(ii)(J), please specify the type of institution:
(a)-(c) The responses of the Reporting Persons to Rows 5, 6, 7, 8, 9 and 11 in each of their respective cover pages which relate to the beneficial ownership of Common Stock, as of December 31, 2023, are incorporated herein by reference.
As of December 31, 2023, the Reporting Persons beneficially owned 1,948,000 Ordinary Shares held in the form of 1,948,000 American Depositary Shares of the Issuer (“ADS”), representing approximately 5.165% of the Ordinary Shares outstanding (based on 37,715,666 Ordinary Shares outstanding as of October 30, 2023, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 2, 2023). Each ADS represents one Ordinary Share of the Issuer.
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the Common Stock, check the following ☐.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
Jefferies LLC is a broker or dealer registered under Section 15 of the Exchange Act. Jefferies LLC is a subsidiary of Jefferies Financial Group Inc., which has filed this Schedule 13G pursuant to Rule 13d‑1(b)(1)(ii)(G).
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
(a) By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a–11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: February 14, 2024 |
|
| |
|
| | JEFFERIES LLC |
| |
|
|
| | By: | /s/ Michael J. Sharp |
|
| |
| Name:
| Michael J. Sharp | |
| |
| Title:
| Executive Vice President, General Counsel and Secretary | |
| |
|
| |
| | JEFFERIES FINANCIAL GROUP INC. |
| |
| Name:
| Michael J. Sharp |
|
| |
| Title:
| Executive Vice President and General Counsel |
|
EXHIBIT INDEX
| Exhibit No. | Description |
|
|
| Joint Filing Agreement by and among the Reporting Persons |
Joint Filing Agreement
This will confirm the agreement by and among all the undersigned that the Schedule 13G filed on or about this date and any amendments thereto with respect to the beneficial ownership by the undersigned of ordinary shares of Bicycle Therapeutics plc. is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1). This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
| Dated: February 14, 2024 |
|
| JEFFERIES LLC |
| | | |
| By:
| /s/ Michael J. Sharp |
| |
| Name: | Michael J. Sharp |
| |
| Title:
| Executive Vice President, General Counsel and Secretary |
| |
|
|
| JEFFERIES FINANCIAL GROUP INC. |
| |
|
|
| By: | /s/ Michael J. Sharp |
| |
| Name:
| Michael J. Sharp |
| |
| Title:
| Executive Vice President and General Counsel |
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