Statement of Changes in Beneficial Ownership (4)
April 05 2021 - 4:34PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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RA CAPITAL MANAGEMENT, L.P. |
2. Issuer Name and Ticker or Trading Symbol
Wave Life Sciences Ltd.
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WVE
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
200 BERKELEY STREET, 18TH FLOOR, |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/1/2021 |
(Street)
BOSTON, MA 02116
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Ordinary Shares | 4/1/2021 | | J(1) | | 201594 | A | $5.61 (1) | 201594 | I | See Footnote (1)(4)(5) |
Ordinary Shares | 4/1/2021 | | J(2) | | 768431 | A | $5.61 (2) | 7573613 | I | See Footnote (3)(4)(5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | On April 1, 2021, RA Capital Healthcare Fund, L.P. (the "Fund") acquired a participation interest in the reported shares as part of a reorganization of the assets of a separately managed account (the "Account"). The Fund disclaims beneficial ownership of the reported shares, except to the extent of its pecuniary interest therein. |
(2) | Acquired pursuant to the Reorganization. |
(3) | Held directly by the Fund. |
(4) | On October 25, 2019, RA Capital Management, LLC, a Massachusetts limited liability corporation (the "Predecessor Adviser") was the general partner of the Fund and the investment adviser for the Account, and Peter Kolchinsky was the sole manager of the Predecessor Adviser. On November 1, 2019, the Predecessor Adviser was replaced as general partner of the Fund by RA Capital Healthcare Fund GP, LLC and was restructured to become RA Capital Management, L.P., a Delaware limited partnership (the "Adviser"). |
(5) | The Adviser is the investment manager for the Fund. The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. The Adviser, the Adviser GP, Dr. Kolchinsky and Mr. Shah disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
RA CAPITAL MANAGEMENT, L.P. 200 BERKELEY STREET, 18TH FLOOR BOSTON, MA 02116 | X | X |
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RA Capital Healthcare Fund LP C/O RA CAPITAL MANAGEMENT, L.P. 200 BERKELEY STREET, 18TH FLOOR BOSTON, MA 02116 |
| X |
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Kolchinsky Peter C/O RA CAPITAL MANAGEMENT, L.P. 200 BERKELEY STREET, 18TH FLOOR BOSTON, MA 02116 |
| X |
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Shah Rajeev M. C/O RA CAPITAL MANAGEMENT, L.P. 200 BERKELEY STREET, 18TH FLOOR BOSTON, MA 02116 |
| X |
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Signatures
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/s/ Peter Kolchinsky, Manager of RA Capital Management, L.P. | | 4/5/2021 |
**Signature of Reporting Person | Date |
/s/ Peter Kolchinsky, Manager of RA Capital Healthcare GP, LLC, the General Partner of RA Capital Healthcare Fund, L.P. | | 4/5/2021 |
**Signature of Reporting Person | Date |
/s/ Peter Kolchinsky, individually | | 4/5/2021 |
**Signature of Reporting Person | Date |
/s/ Rajeev Shah, individually | | 4/5/2021 |
**Signature of Reporting Person | Date |
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