Wave Life Sciences Ltd. — Director's Dealing 2015

Nov 12, 2015

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Wave Life Sciences Ltd. (WVE)
CIK: 0001631574
Period of Report: 2015-11-10

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)

Holdings (Non-Derivative)

Security	Shares	Ownership
Ordinary Shares	4041591	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series B Preferred Shares	$		Ordinary Shares (1172060)		Indirect

Footnotes

F1: These securities include 4,041,591 shares held by RA Capital Healthcare Fund, L.P. (the "Fund").

F2: RA Capital Management, LLC (the "Adviser") is the general partner of 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, and therefore disclaim any obligation to report ownership of the reported securities under Section 16(a) of the Exchange Act. The filing of this Form 3 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: The Series B preferred shares are convertible at any time into ordinary shares on a one-for-one basis at any time at the election of the holder into ordinary shares and have no expiration date.

F5: These securities include 970,466 shares held by the Fund and 201,594 shares held in an account owned by the Blackwell Account.