Wave Life Sciences Ltd. — Director's Dealing 2015

Nov 18, 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: RA CAPITAL MANAGEMENT, LLC (Director, 10% Owner)
Reporting Person: Kolchinsky Peter (Director, 10% Owner)
Reporting Person: RA Capital Healthcare Fund LP (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-11-16	Ordinary Shares	C	1172060	—	Acquired	5213651	Indirect
2015-11-16	Ordinary Shares	P	1875000	$16.00	Acquired	7088651	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-08-14	Series B Preferred Shares	$	P	1172060	Acquired		Ordinary Shares (1172060)	Indirect
2015-11-16	Series B Preferred Shares	$	C	1172060	Disposed		Ordinary Shares (1172060)	Indirect

Footnotes

F1: The Series B Preferred shares were convertible into Wave Life Sciences Ltd. Ordinary shares on a one-for-one basis at any time, at the election of the holder. The Series B Preferred shares had no expiration date but converted automatically into Ordinary shares upon consummation of the issuer's initial public offering on November 16, 2015.

F2: RA Capital Management, LLC (the "Adviser") is the general partner of RA Capital Healthcare Fund, L.P. (the "Fund") and the investment adviser of Blackwell Partners, LLC (the "Blackwell Account"). Peter Kolchinsky is a director of the issuer and is the sole manager of the Adviser. In their respective capacities, each of Mr. Kolchinsky and the Adviser may be deemed to beneficially own the reported securities for purposes of Section 13(d) of the Securities Exchange Act of 1934.

F3: The Adviser and Mr. Kolchinsky disclaim beneficial ownership of the reported securities for purposes of Rule 16a-1(a)(1) under the Exchange Act in reliance on Rule 16a-1(a)(1)(v) and (vii), respectively. The filing of this Form 4 shall not be construed as an admission that either the Adviser or Mr. Kolchinsky is or was, for purposes of Rule 16a-1(a)(1) under the Exchange Act, the beneficial owner of any of the securities reported herein. Mr. Kolchinsky and the Adviser disclaim beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a)(2) under the Exchange Act except to the extent of their pecuniary interest therein.

F4: These securities include 6,582,428 shares held by the Fund and 506,223 shares held in an account owned by the Blackwell Account.

F5: The terms of the Series B Preferred shares as reported herein have been adjusted to reflect a 4.0415917-for-1 forward split of both the Series B Preferred shares and the Ordinary shares on November 1, 2015.