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: Tanaka Masaharu (Director, 10% Owner)
Reporting Person: Kagoshima Shinsangyo Sousei Investment Limited Partnership (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-11-16	Ordinary Shares	C	161663	—	Acquired	3152440	Indirect
2015-11-16	Ordinary Shares	P	76250	$16.00	Acquired	3228690	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

Footnotes

F1: The Series B Preferred Shares converted into Ordinary Shares on a one-for-one basis upon the closing of the Issuer's initial public offering of its Ordinary Shares and had no expiration date.

F2: Shares held by Kagoshima Shinsangyo Sousei Investment Limited Partnership ("KSS"). Masaharu Tanaka, a director of the Issuer, is the representative director of Kagoshima Development Co., Ltd., the general partner of KSS and may be deemed to beneficially own the reported securities. Pursuant to Rule 16a-1 under the Securities Exchange Act of 1934, as amended (the "Act"), Mr. Tanaka disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. The filing of this Form 4 shall not be construed as an admission that Mr. Tanaka is or was for the purposes of Section 16(a) of the Act, or otherwise, the beneficial owner of any of the reported securities.

F3: 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.