SEC Form 4 · accession 0000899243-15-008448
Wave Life Sciences, Inc. · WVE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Aug 14, 2015
Accepted (ET)
Nov 18, 2015 · 7:55 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,F3 | Nov 16, 2015 | C | 161,663 | — | A | 1,859,130 | I | See Footnote |
| Ordinary SharesF1,F4,F3 | Nov 16, 2015 | P | 125,000 | $16.00 | A | 1,984,130 | 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 SharesF1,F7,F3,F2 | — | Aug 14, 2015 | P | 161,663 | A | — | — | Ordinary Shares | 161,663 | 161,663 | I |
| Series B Preferred SharesF1,F2,F3 | — | Nov 16, 2015 | C | 161,663 | D | — | — | Ordinary Shares | 161,663 | 0 | I |
| Series A Preferred SharesF6,F3,F5 | — | holding | — | — | — | — | — | Ordinary Shares | 3,901,348 | 3,901,348 | I |
Explanation of responses
- F1Shares held by SNBL USA, Ltd. ("SNBL USA"), an affiliate of Shin Nippon Biomedical Laboratories, Ltd. ("SNBL"). Ken Takanashi, a director of the Issuer, is a director of SNBL and SNBL USA and each of Mr. Takanashi and SNBL may be deemed to beneficially own the reported securities held by SNBL USA.
- F2The Series B Preferred Shares automatically converted into Ordinary Shares on a one-for-one basis upon the closing of the Issuer's initial public offering of its Ordinary Shares.
- F3Pursuant to Rule 16a-1 under the Securities Exchange Act of 1934, as amended (the "Act"), Mr. Takanashi and SNBL each disclaim beneficial ownership of the reported securities held by SNBL USA, and Mr. Takanashi disclaims beneficial ownership of the reported securities held by SNBL, in each case except to the extent of his or its respective pecuniary interest therein. The filing of this Form 4 shall not be construed as an admission that Mr. Takanashi is or was for the purposes of Section 16(a) of the Act, or otherwise, the beneficial owner of any of the reported securities held by SNBL or SNBL USA. The filing of this Form 4 shall not be construed as an admission that SNBL is or was for the purposes of Section 16(a) of the Act, or otherwise, the beneficial owner of any of the reported securities held by SNBL USA.
- F4The reported shares are held as follows; 1,697,467 shares are held by SNBL and 286,663 shares are held by SNBL USA.
- F5The Series A Preferred Shares are convertible into Ordinary Shares on a one-for-one basis at any time at the option of the holder and have no expiration date.
- F6Shares held by SNBL.
- F7Share 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.