Amended Statement of Ownership (sc 13g/a)
February 12 2021 - 9:50AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934 (Amendment
No. __1__)*
Wave Life Sciences Ltd.
(Name
of Issuer)
Ordinary
Shares
(Title
of Class of Securities)
Y95308105
(CUSIP
Number)
December 31, 2020
(Date
of Event Which Requires
Filing of this Statement)
Check
the appropriate box
to designate the rule pursuant
to which this Schedule
is filed:
[_]
Rule 13d-1(b)
[X]
Rule 13d-1(c)
[_]
Rule 13d-1(d)
*The
remainder of this
cover page shall be filled
out for a reporting
person’s initial filing
on this form with respect to the
subject class of securities, and for any subsequent
amendment containing information which would
alter the disclosures
provided
in a prior
cover page.
The
information required
in the remainder of this
cover page shall not be
deemed to be “filed”
for the
purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”)
or otherwise subject
to the liabilities
of that section of the
Act but shall be subject to
all other
provisions of the
Act (however,
see the Notes).
1.
|
NAME
OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
|
|
|
|
RTW
Investments,
LP
|
|
|
2.
|
CHECK
THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
|
(a)
[_]
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(b)
[X]
|
|
|
3.
|
SEC
USE ONLY
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|
|
|
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
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|
|
|
Delaware
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|
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
|
|
5.
|
SOLE
VOTING POWER
|
|
|
|
0
|
|
|
6.
|
SHARED VOTING
POWER
|
|
|
|
0
|
|
|
7.
|
SOLE
DISPOSITIVE POWER
|
|
|
|
0
|
|
|
8.
|
SHARED DISPOSITIVE
POWER
|
|
|
|
0
|
|
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
|
|
|
|
0
|
|
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES
CERTAIN
SHARES (SEE INSTRUCTIONS)
[_]
|
|
|
11.
|
PERCENT OF
CLASS REPRESENTED
BY AMOUNT IN ROW
(9)
|
|
|
|
0%
|
|
|
12.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
PN, OO,
IA
|
1.
|
NAME
OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
|
|
|
|
RTW
Master Fund, Ltd.
|
|
|
2.
|
CHECK
THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
|
(a)
[_]
|
|
(b)
[X]
|
|
|
3.
|
SEC USE ONLY
|
|
|
|
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
|
Cayman Islands
|
|
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
|
5.
|
SOLE
VOTING POWER
|
|
|
|
0
|
|
|
6.
|
SHARED VOTING
POWER
|
|
|
|
0
|
|
|
7.
|
SOLE
DISPOSITIVE POWER
|
|
|
|
0
|
|
|
8.
|
SHARED DISPOSITIVE
POWER
|
|
|
|
0
|
|
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
|
|
|
|
0
|
|
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES
CERTAIN
SHARES (SEE INSTRUCTIONS)
[_]
|
|
|
11.
|
PERCENT OF
CLASS REPRESENTED
BY AMOUNT IN ROW
(9)
|
|
|
|
0%
|
|
|
12.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
CO
|
1.
|
NAME
OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
|
|
|
|
Roderick Wong
|
|
|
2.
|
CHECK
THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
|
(a)
[_]
|
|
(b)
[X]
|
|
|
3.
|
SEC USE ONLY
|
|
|
|
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
|
United States
of America
|
|
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
|
|
5.
|
SOLE
VOTING POWER
|
|
|
|
0
|
|
|
6.
|
SHARED VOTING
POWER
|
|
|
|
0
|
|
|
7.
|
SOLE
DISPOSITIVE POWER
|
|
|
|
0
|
|
|
8.
|
SHARED DISPOSITIVE
POWER
|
|
|
|
0
|
|
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
|
|
|
|
0
|
|
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES
CERTAIN
SHARES (SEE INSTRUCTIONS)
[_]
|
|
|
11.
|
PERCENT OF
CLASS REPRESENTED
BY AMOUNT IN ROW
(9)
|
|
|
|
0%
|
|
|
12.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
IN,
HC
|
Item
1.
|
(a).
|
Name
of Issuer:
Wave Life Sciences Ltd.
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(b).
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Address
of issuer’s principal executive offices:
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7 Straits View #12-00, Marina One East Tower
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Singapore, 018936
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|
Item
2.
|
(a).
|
Name
of person filing:
|
|
|
|
|
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RTW
Investments, LP
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|
RTW
Master Fund, Ltd.
|
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|
Roderick
Wong
|
|
|
|
|
(b).
|
Address
or principal business office or, if none, residence:
|
|
|
|
|
|
RTW
Investments, LP
40
10th Avenue
|
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|
Floor
7
|
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New
York, New York 10014
|
|
|
|
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RTW
Master Fund, Ltd.
|
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c/o
Intertrust Corporate Services (Cayman) Limited
|
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190
Elgin Avenue, George Town
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|
Grand
Cayman KY1-9001, Cayman Islands
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|
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|
Roderick
Wong
|
|
|
c/o
RTW Investments, LP
40
10th Avenue
|
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|
Floor
7
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New
York, New York 10014
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(c).
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Citizenship:
|
|
|
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RTW
Investments, LP – Delaware
|
|
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RTW
Master Fund, Ltd. – Cayman Islands
Roderick
Wong – United States of America
|
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|
|
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(d).
|
Title
of class of securities:
|
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|
|
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|
Ordinary Shares
|
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|
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(e).
|
CUSIP
No.:
|
|
|
|
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Y95308105
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Item
3.
|
If
This Statement is filed pursuant to §§.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is
a
|
|
|
|
N/A
|
|
|
Item
4.
|
Ownership.
|
|
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified
in Item 1.
|
|
|
|
|
(a)
|
Amount
beneficially owned:
|
|
|
RTW
Investments, LP – 0
|
|
|
RTW
Master Fund, Ltd. – 0
|
|
|
Roderick
Wong – 0
|
|
|
RTW
Investments, LP – 0%
|
|
|
RTW
Master Fund, Ltd. – 0%
|
|
|
Roderick
Wong – 0%
|
|
(c)
|
Number
of shares as to which the person has:
|
|
(i)
|
Sole
power to vote or to direct the vote
|
|
|
|
|
|
RTW
Investments, LP – 0
|
|
|
RTW
Master Fund, Ltd. – 0
|
|
|
Roderick
Wong – 0
|
|
|
|
|
(ii)
|
Shared
power to vote or to direct the vote
|
|
|
|
|
|
RTW
Investments, LP – 0
|
|
|
RTW
Master Fund, Ltd. – 0
|
|
|
Roderick
Wong – 0
|
|
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of
|
|
|
|
|
|
RTW
Investments, LP – 0
|
|
|
RTW
Master Fund, Ltd. – 0
|
|
|
Roderick
Wong – 0
|
|
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of
|
|
|
|
|
|
RTW
Investments, LP – 0
|
|
|
RTW
Master Fund, Ltd. – 0
|
|
|
Roderick
Wong – 0
|
Item
5.
|
Ownership
of Five Percent or Less of a Class.
|
|
|
|
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following.
|
|
|
|
[X]
|
|
|
Item
6.
|
Ownership
of More Than Five Percent on Behalf of Another Person.
|
|
|
|
If
any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest
relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or
endowment fund is not required.
|
|
|
|
N/A
|
|
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent
|
|
Holding
Company or Control Person.
|
|
|
|
If
a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under
Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identification of the relevant subsidiary.
|
|
|
|
N/A
|
|
|
Item
8.
|
Identification
and Classification of Members of the Group.
|
|
|
|
If
a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit
stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to
Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group.
|
|
|
|
N/A
|
|
|
Item
9.
|
Notice
of Dissolution of Group.
|
|
|
|
Notice
of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings
with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual
capacity. See Item 5.
|
|
|
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N/A
|
|
|
Item
10.
|
Certification.
|
|
|
|
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.
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated:
February 12, 2021
|
|
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RTW
Investments, LP
|
|
|
|
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By:
|
/s/
Roderick Wong
|
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|
Roderick
Wong, Managing Partner
|
|
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|
|
RTW
Master Fund, Ltd.
|
|
|
|
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By:
|
/s/
Roderick Wong
|
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Roderick
Wong, Director
|
|
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Roderick
Wong
|
|
|
|
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By:
|
/s/
Roderick Wong
|
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Roderick
Wong, Individually
|
The
original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If
the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner
of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the
statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated
by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Note.
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7
for other parties for whom copies are to be sent.
Attention.
Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
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