Wave Life Sciences Ltd. — Director's Dealing 2015

Nov 19, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Wave Life Sciences Ltd. (WVE)
CIK: 0001631574
Period of Report: 2015-08-14

Reporting Person: TAKANASHI KEN (Director, 10% Owner)
Reporting Person: Shin Nippon Biomedical Laboratories, Ltd. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-11-16	Ordinary Shares	C	161663	—	Acquired	1859130	Indirect
2015-11-16	Ordinary Shares	P	125000	$16.00	Acquired	1984130	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-08-14	Series B Preferred Shares	$	P	161663	Acquired		Ordinary Shares (161663)	Indirect
2015-11-16	Series B Preferred Shares	$	C	161663	Disposed		Ordinary Shares (161663)	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Preferred Shares	$		Ordinary Shares (3901348)	3901348	Indirect

Footnotes

F1: Shares 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.

F2: The 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.

F3: Pursuant 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.

F4: The reported shares are held as follows; 1,697,467 shares are held by SNBL and 286,663 shares are held by SNBL USA.

F5: The 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.

F6: Shares held by SNBL.

F7: Share 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.