Ownership Submission
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FORM 4
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Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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OMB APPROVAL
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OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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RA CAPITAL MANAGEMENT, L.P.
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2. Issuer Name and Ticker or Trading Symbol
Wave Life Sciences Ltd. [WVE]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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_____ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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(Last)
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(First)
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(Middle)
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200 BERKELEY STREET, 18TH FLOOR ,
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3. Date of Earliest Transaction (Month/Day/Year)
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4. If Amendment, Date Original Filed(Month/Day/Year)
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6. Individual or Join/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_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
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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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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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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RA CAPITAL MANAGEMENT, L.P.
200 BERKELEY STREET, 18TH FLOOR
BOSTON, MA02116
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RA Capital Healthcare Fund LP
200 BERKELEY STREET, 18TH FLOOR
BOSTON, MA02116
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X
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X
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Kolchinsky Peter
C/O RA CAPITAL MANAGEMENT, L.P.
200 BERKELEY STREET, 18TH FLOOR
BOSTON, MA02116
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X
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X
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Shah Rajeev M.
C/O RA CAPITAL MANAGEMENT, L.P.
200 BERKELEY STREET, 18TH FLOOR
BOSTON, MA02116
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X
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X
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Signatures
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/s/ Peter Kolchinsky, Manager of RA Capital Management, L.P.
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2024-08-14
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**Signature of Reporting Person
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Date
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/s/ Peter Kolchinsky, Manager of RA Capital Healthcare Fund GP, LLC, the General Partner of RA Capital Healthcare Fund, L.P.
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2024-08-14
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**Signature of Reporting Person
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Date
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/s/ Peter Kolchinsky, individually
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2024-08-14
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**Signature of Reporting Person
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Date
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/s/ Rajeev Shah, individually
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2024-08-14
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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(1)
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Dr. Kolchinsky was granted this restricted share unit award (RSU) pursuant to the 2024 Non-Employee Director Compensation Policy. The RSU vests as to 100% of the shares on the earlier of the Issuer's 2025 annual general meeting or August 12, 2025.
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(2)
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Dr. Kolchinsky is a Managing Partner of the Adviser who serves on the Issuer's board of directors. Under Dr. Kolchinsky's arrangement with the Adviser, Dr. Kolchinsky holds the RSUs and options for the benefit of the Fund. Dr. Kolchinsky is obligated to turn over to the Adviser any net cash or shares received upon settlement of the RSUs, or exercise of the options, as applicable, which will offset advisory fees owed by the Fund to the Adviser.
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(3)
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RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (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. Each of the Adviser, the Adviser GP, the Fund, Dr. Kolchinsky and Mr. Shah disclaims beneficial ownership of any of the reported securities, except to the extent of its or his respective pecuniary interest therein.
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(4)
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Held directly by the Fund.
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(5)
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Dr. Kolchinsky was granted this option pursuant to the 2024 Non-Employee Director Compensation Policy. The option vests as to 100% of the shares on the earlier of the Issuer's 2025 annual general meeting or August 12, 2025.
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Wave Life Sciences Ltd.