SEC Form SC 13G filed by Bicycle Therapeutics plc
Bicycle Therapeutics plc
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(Name of Issuer)
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Ordinary Shares, nominal value £0.01 per share
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(Title of Class of Securities)
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088786108**
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(CUSIP Number) |
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December 31, 2023
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(Date of Event Which Requires Filing of this Statement)
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☒ |
Rule 13d-1(b)
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☐ | Rule 13d-1(c) |
☐ | Rule 13d-1(d) |
CUSIP No. 088786108
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13G
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1
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NAMES OF REPORTING PERSONS
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Jefferies LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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1,948,000 (1) (see Item 4)
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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1,948,000 (1) (see Item 4)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,948,000 (1) (see Item 4)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.165% (2) (see Item 4)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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BD
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(1) |
Reported shares are held by Jefferies LLC. Jefferies LLC is a wholly owned direct subsidiary of Jefferies Financial Group Inc. Includes 1,948,000 Ordinary Shares in the form of 1,948,000 American Depository Shares
(“ADS”). Each ADS represents one Ordinary Share of the Issuer.
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(2) |
Based on 37,715,666 Ordinary Shares of the Issuer 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.
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CUSIP No. 088786108
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13G
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1
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NAMES OF REPORTING PERSONS
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Jefferies Financial Group Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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New York
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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1,948,000 (1) (see Item 4)
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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1,948,000 (1) (see Item 4)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,948,000 (1) (see Item 4)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.165% (2) (see Item 4)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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HC
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(1) |
Reported shares are held by Jefferies LLC. Jefferies LLC is a wholly owned direct subsidiary of Jefferies Financial Group Inc. Includes 1,948,000 Ordinary Shares in the form of 1,948,000 American Depository Shares
(“ADS”). Each ADS represents one Ordinary Share of the Issuer.
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(2) |
Based on 37,715,666 Ordinary Shares of the Issuer 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.
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Item 1(a).
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Name of Issuer:
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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Item 2 (a). | Name of Person Filing: |
Item 2(b).
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Address of Principal Business Office or, if None, Residence:
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Item 2(c).
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Citizenship:
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Item 2 (d). | Title and Class of Securities: |
Item 2 (e). | CUSIP Number: |
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: |
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(a)
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☒
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Broker or dealer registered under Section 15 of the Exchange Act
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(b)
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☐
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Bank as defined in Section 3(a)(6) of the Exchange Act
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(c)
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☐
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Insurance company as defined in Section 3(a)(19) of the Exchange Act
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(d)
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☐
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Investment company registered under Section 8 of the Investment Company Act
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(e)
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☐
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E)
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(f)
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☐
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F)
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(g)
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☒
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G)
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(h)
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☐
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act
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(i)
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☐
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act
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(j)
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☐
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A non-U.S. institution in accordance with Rule 13d–1(b)(1)(ii)(J)
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(k)
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Group, in accordance with Rule 13d-1(b)(1)(ii)(K)
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Item 4. |
Ownership. |
Item 5. | Ownership of Five Percent or Less of a Class. |
Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
Item 8. | Identification and Classification of Members of the Group. |
Item 9. | Notice of Dissolution of Group. |
Item 10. |
Certifications. |
Dated: February 14, 2024
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JEFFERIES LLC
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By:
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/s/ Michael J. Sharp
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Name: |
Michael J. Sharp | |||
Title:
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Executive Vice President, General Counsel and Secretary | |||
JEFFERIES FINANCIAL GROUP INC.
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By:
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/s/ Michael J. Sharp
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Name:
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Michael J. Sharp | |||
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Title:
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Executive Vice President and General Counsel |
Exhibit No. | Description |
Joint Filing Agreement by and among the Reporting Persons
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Dated: February 14, 2024
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JEFFERIES LLC
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|||
By:
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/s/ Michael J. Sharp | ||
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Name:
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Michael J. Sharp | |
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Title:
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Executive Vice President, General Counsel and Secretary | |
JEFFERIES FINANCIAL GROUP INC.
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By: | /s/ Michael J. Sharp | ||
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Name:
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Michael J. Sharp | |
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Title:
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Executive Vice President and General Counsel |
8