SEC Form 4 · accession 0000899243-15-008442
Wave Life Sciences, Inc. · WVE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Masaharu Tanaka
Director · 10% Owner
Period of report
Aug 14, 2015
Accepted (ET)
Nov 18, 2015 · 7:29 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001631574
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary SharesF1,F2 | Nov 16, 2015 | C | 161,663 | — | A | 3,152,440 | I | See Footnote |
| Ordinary SharesF2 | Nov 16, 2015 | P | 76,250 | $16.00 | A | 3,228,690 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B Preferred SharesF3,F2,F1 | — | Aug 14, 2015 | P | 161,663 | A | — | — | Ordinary Shares | 161,663 | 161,663 | I |
| Series B Preferred SharesF1,F2 | — | Nov 16, 2015 | C | 161,663 | D | — | — | Ordinary Shares | 161,663 | 0 | I |
Explanation of responses
- F1The Series B Preferred Shares converted into Ordinary Shares on a one-for-one basis upon the closing of the Issuer's initial public offering of its Ordinary Shares and had no expiration date.
- F2Shares held by Kagoshima Shinsangyo Sousei Investment Limited Partnership ("KSS"). Masaharu Tanaka, a director of the Issuer, is the representative director of Kagoshima Development Co., Ltd., the general partner of KSS and may be deemed to beneficially own the reported securities. Pursuant to Rule 16a-1 under the Securities Exchange Act of 1934, as amended (the "Act"), Mr. Tanaka disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. The filing of this Form 4 shall not be construed as an admission that Mr. Tanaka is or was for the purposes of Section 16(a) of the Act, or otherwise, the beneficial owner of any of the reported securities.
- F3Share amounts reflect a 4.0415917-for-1 forward split of the Issuer's shares on November 1, 2015. The securities were purchased for $12.37 per share on a post-split basis.