UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 5) *
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 240.13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934
BICYCLE THERAPEUTICS PLC
(Name of Issuer)
Ordinary Shares, par value £0.01
(Title of Class of Securities)
088786 108
(CUSIP Number)
Victoria A. Whyte
GSK plc
980 Great West Road
Brentford, Middlesex TW8 9GS
England
Telephone: +44 (0)208 047 5000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 17, 2023
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
| Cusip No. 088786 108 | 13D/A5 | Page 2 of 7 |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) GSK plc | |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐ | |||
| 3. | SEC USE ONLY | |||
| 4. | SOURCE OF FUNDS (see instructions) WC | |||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ | |||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION England and Wales |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER 1,529,561 | ||
| 8. | SHARED VOTING POWER -0- | |||
| 9. | SOLE DISPOSITIVE POWER 1,529,561 | |||
| 10. | SHARED DISPOSITIVE POWER -0- |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,529,561(1) | |||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) | |||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.4% (2) | |||
| 14. | TYPE OF REPORTING PERSON (see instructions) CO | |||
| Footnotes: | ||||
(1) 1,529,561 shares of Ordinary Shares (as defined herein) are held of record by GSK Equity Investments, Limited, formerly S.R. One, Limited, an indirect, wholly-owned subsidiary of GSK plc.
(2) Based upon 34,737,642 of the Issuer’s Ordinary Shares outstanding as of July 17, 2023, upon the closing of the Issuer’s public offering of 4,705,884 American Depositary Shares (“ADSs”) representing Ordinary Shares (provided that the underwriters do not exercise their option to purchase additional ADSs within a period of 30 days following the closing), as reported in the Issuer’s prospectus supplement dated July 12, 2023, to the Prospectus dated May 26, 2023, filed with the Securities and Exchange Commission (the “SEC”) on July 13, 2023 (the “Final Prospectus”), pursuant to Rule 424(b)(5) of the Securities Act of 1933, as amended.
| ||||
| Cusip No. 088786 108 | 13D/A5 | Page 3 of 7 |
Item 1. Security and Issuer.
This Amendment No. 5 to Schedule 13D (this “Statement”) amends and supplements the statement on Schedule 13D originally filed on June 7, 2019, and amended on February 14, 2020, December 7, 2020, April 16, 2021 and September 16, 2021 (the “Schedule 13D”) with respect to the ordinary shares, nominal value £0.01 per share (the “Ordinary Shares”) of Bicycle Therapeutics plc, a limited liability company incorporated under the laws of England and Wales (the “Issuer”). GSK plc is filing this amendment to disclose its new percentage beneficial ownership in the Issuer, which has decreased as a result of an increase in the outstanding Ordinary Shares of the Issuer. The Issuer’s principal executive offices are located at Blocks A & B, Portway Building, Granta Park, Great Abington, Cambridge, United Kingdom. Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13D.
| Item 2. | Identity and Background. |
The response set forth in Item 2 of the Schedule 13D is hereby amended by deleting Schedule 1 in its entirety and replacing it with Schedule 1 attached.
| Item 5. | Interest in Securities of the Issuer. |
The response set forth in Items 5(a), (b) and (c) of the Schedule 13D is hereby amended by deleting the previous response in its entirety and replacing it with the following:
| a. | GSK plc beneficially owns 1,529,561 shares of Ordinary Shares, which represents 4.4% of the Ordinary Shares outstanding, based on 34,737,642 of the Issuer’s Ordinary Shares outstanding as of July 17, 2023, upon the closing of the Issuer’s public offering of Ordinary Shares, as reported in the Final Prospectus. |
| b. | GSK plc has the sole power to vote or direct the vote, and the sole power to dispose or to direct the disposition of all 1,529,561 shares of Ordinary Shares described in Item 5(a) above. |
| c. | The Reporting Person has ceased to be the beneficial owner of more than five percent of the Ordinary Shares on July 17, 2023. Therefore, this is the final amendment to the Statement and an exit filing for the Reporting Person. |
| Cusip No. 088786 108 | 13D/A5 | Page 4 of 7 |
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.
Date: July 19, 2023
| GSK plc | |||
| By: | /s/ Victoria A. Whyte | ||
| Name: | Victoria A. Whyte | ||
| Title: | Authorized Signatory | ||
| Cusip No. 088786 108 | 13D/A5 | Page 5 of 7 |
Schedule 1
Name | Business Address | Principal Occupation or Employment | Citizenship |
| Board of Directors | |||
| Sir Jonathan Symonds CBE | 980 Great West Road Brentford Middlesex TW8 9GS, England | Chair and Company Director | British |
| Emma Walmsley | 980 Great West Road Brentford Middlesex TW8 9GS, England | Executive Director and Chief Executive Officer | British |
| Julie Brown | 980 Great West Road Brentford Middlesex TW8 9GS, England | Company Director and Chief Financial Officer | British |
| Elizabeth McKee Anderson | 980 Great West Road Brentford Middlesex TW8 9GS, England | Company Director | US |
| Charles Bancroft | 980 Great West Road Brentford Middlesex TW8 9GS, England | Company Director
| US |
| Dr. Hal Barron | 980 Great West Road Brentford Middlesex TW8 9GS, England | Company Director | US |
| Dr. Anne Beal | 980 Great West Road Brentford Middlesex TW8 9GS, England | Company Director | US |
| Dr. Harry (Hal) Dietz | 980 Great West Road Brentford Middlesex TW8 9GS, England | Company Director | US |
| Dr. Jesse Goodman | 980 Great West Road Brentford Middlesex TW8 9GS, England | Company Director | US |
| Cusip No. 088786 108 | 13D/A5 | Page 6 of 7 |
Name | Business Address | Principal Occupation or Employment | Citizenship |
Urs Rohner
| 980 Great West Road Brentford Middlesex TW8 9GS, England | Company Director | Swiss |
| Dr. Vishal Sikka | 980 Great West Road Brentford Middlesex TW8 9GS, England | Company Director | US |
| Cusip No. 088786 108 | 13D/A5 | Page 7 of 7 |
| GSK Leadership Team | |||
Name | Business Address | Principal Occupation or Employment | Citizenship |
| Emma Walmsley | 980 Great West Road Brentford Middlesex TW8 9GS, England | Chief Executive Officer | British |
| Julie Brown | 980 Great West Road Brentford Middlesex TW8 9GS, England | Chief Financial Officer | British |
| Diana Conrad | 980 Great West Road Brentford Middlesex TW8 9GS, England | Chief People Officer | Canadian |
| James Ford | 980 Great West Road Brentford Middlesex TW8 9GS, England | SVP and Group General Counsel, Legal and Compliance | British & US |
| Sally Jackson | 980 Great West Road Brentford Middlesex TW8 9GS, England | SVP, Global Communications and CEO Office | British |
Luke Miels
| 980 Great West Road Brentford Middlesex TW8 9GS, England | Chief Commercial Officer
| Australian
|
| Shobana Ramakrishnan | 980 Great West Road Brentford Middlesex TW8 9GS, England | Chief Digital & Technology Officer
| US
|
| David Redfern | 980 Great West Road Brentford Middlesex TW8 9GS, England | President, Corporate Development | British |
| Regis Simard | 980 Great West Road Brentord Middlesex TW8 9GS, England | President, Global Supply Chain | French & British |
| Philip Thomson | 980 Great West Road Brentford Middlesex TW8 9GS, England | President, Global Affairs | British |
| Deborah Waterhouse | 980 Great West Road Brentford Middlesex TW8 9GS, England | CEO, ViiV Healthcare, and President Global Health | British |
| Tony Wood | 980 Great West Road Brentford Middlesex TW8 9GS, England | Chief Scientific Officer | British |
