SCHEDULE 13G
0001936623
XXXXXXXX
LIVE
Ordinary shares, nominal value 0.01 per share
11/21/2024
0001761612
Bicycle Therapeutics plc
088786108
Blocks A & B, Portway Building
Granta Park
Cambridge
X0
CB21 6GS
Rule 13d-1(c)
Forbion Growth Opportunities Fund II Cooperatief U.A.
b
P7
0
3452330
0
3452330
3452330
N
7.3
OO
Based on 47,553,922 Ordinary Shares of the Issuer outstanding as of October 28, 2024, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on October 31, 2024.
FORBION GROWTH II MANAGEMENT B.V.
b
P7
0
3452330
0
3452330
3452330
N
7.3
OO
Based on 47,553,922 Ordinary Shares of the Issuer outstanding as of October 28, 2024, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on October 31, 2024.
Bicycle Therapeutics plc
Blocks A & B, Portway Building, Granta Park, Great Abington, Cambridge, UK CB21 6GS
This statement is being filed by Forbion Growth Opportunities Fund II Cooperatief U.A. ("Forbion Growth II COOP") and Forbion Growth II Management B.V. ("Forbion Growth II"). Forbion Growth II COOP and Forbion Growth II are sometimes referred to collectively as the "Reporting Persons".
The address of the principal business and principal office of each of the Reporting Persons is c/o Forbion Capital Partners, Gooimeer 2-35, 1411 DC Naarden, The Netherlands.
Each of the Reporting Persons is organized under the laws of the Netherlands.
Y
Forbion Growth II COOP directly owns 3,452,330 Ordinary Shares of the Issuer. Forbion Growth II, the director of Forbion Growth II COOP, may be deemed to have voting and investment power over the shares held directly by Forbion Growth II COOP. The Ordinary Shares may be represented by American Depositary Shares, each of which currently represents one Ordinary Share.
The Ordinary Shares beneficially owned by the Reporting Persons represent approximately 7.3% of the outstanding Ordinary Shares, based on 47,553,922 Ordinary Shares of the Issuer outstanding as of October 28, 2024, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on October 31, 2024.
0
3,452,330
0
3,452,330
Y
Y
Y
N
The Reporting Persons are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Reporting Persons disclaim membership in a group and this report shall not be deemed an admission by any of the Reporting Persons that they are or may be members of a "group" for purposes of Rule 13d-5 or for any other purpose.
Y
N
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.
Forbion Growth Opportunities Fund II Cooperatief U.A.
/s/ V. van Houten and /s/ G.J. Mulder
12/19/2024
FORBION GROWTH II MANAGEMENT B.V.
/s/ V. van Houten and /s/ G.J. Mulder
12/19/2024