SEC Form 4 · accession 0001144204-15-066782

Wave Life Sciences, Inc. · WVE

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owners

RA Capital Healthcare Fund LP

Director · 10% Owner

RA CAPITAL MANAGEMENT, LLC

Director · 10% Owner

Peter Kolchinsky

Director · 10% Owner

Period of report

Aug 14, 2015

Accepted (ET)

Nov 18, 2015 · 5:30 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 Shares^F1,F2,F3	Nov 16, 2015	C	1,172,060	—	A	5,213,651	I	See Footnote
Ordinary Shares^F4,F2,F3	Nov 16, 2015	P	1,875,000	$16.00	A	7,088,651	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 Shares^F5,F2,F3,F1	—	Aug 14, 2015	P	1,172,060	A	—	—	Ordinary Shares	1,172,060	1,172,060	I
Series B Preferred Shares^F1,F2,F3	—	Nov 16, 2015	C	1,172,060	D	—	—	Ordinary Shares	1,172,060	0	I

Explanation of responses

F1The Series B Preferred shares were convertible into Wave Life Sciences Ltd. Ordinary shares on a one-for-one basis at any time, at the election of the holder. The Series B Preferred shares had no expiration date but converted automatically into Ordinary shares upon consummation of the issuer's initial public offering on November 16, 2015.
F2RA Capital Management, LLC (the "Adviser") is the general partner of RA Capital Healthcare Fund, L.P. (the "Fund") and the investment adviser of Blackwell Partners, LLC (the "Blackwell Account"). Peter Kolchinsky is a director of the issuer and is the sole manager of the Adviser. In their respective capacities, each of Mr. Kolchinsky and the Adviser may be deemed to beneficially own the reported securities for purposes of Section 13(d) of the Securities Exchange Act of 1934.
F3The Adviser and Mr. Kolchinsky disclaim beneficial ownership of the reported securities for purposes of Rule 16a-1(a)(1) under the Exchange Act in reliance on Rule 16a-1(a)(1)(v) and (vii), respectively. The filing of this Form 4 shall not be construed as an admission that either the Adviser or Mr. Kolchinsky is or was, for purposes of Rule 16a-1(a)(1) under the Exchange Act, the beneficial owner of any of the securities reported herein. Mr. Kolchinsky and the Adviser disclaim beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a)(2) under the Exchange Act except to the extent of their pecuniary interest therein.
F4These securities include 6,582,428 shares held by the Fund and 506,223 shares held in an account owned by the Blackwell Account.
F5The terms of the Series B Preferred shares as reported herein have been adjusted to reflect a 4.0415917-for-1 forward split of both the Series B Preferred shares and the Ordinary shares on November 1, 2015.