Wave Life Sciences Ltd. — Director's Dealing 2017

Nov 15, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Wave Life Sciences Ltd. (WVE)
CIK: 0001631574
Period of Report: 2017-11-13

Reporting Person: RA CAPITAL MANAGEMENT, LLC (Director, 10% Owner)
Reporting Person: Kolchinsky Peter (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-11-13	Ordinary Shares	P	400000	$23.30	Acquired	7488651	Indirect
2017-11-14	Ordinary Shares	P	23398	$23.9999	Acquired	7512049	Indirect

Footnotes

F1: These securities are held in a separately managed account (the "Account").

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 the 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: The prices reported in Column 4 are weighted average prices. The shares were purchased in multiple transactions at prices ranging from $23.78 to $23.70, inclusive. The reporting persons undertake to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range.

F5: Following the reported transactions, the Fund held 6,582,428 shares and the Account held 929,621 shares.