Wave Life Sciences Ltd. — Director's Dealing 2021

Aug 18, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Wave Life Sciences Ltd. (WVE)
CIK: 0001631574
Period of Report: 2021-08-16

Reporting Person: RA CAPITAL MANAGEMENT, L.P. (Director, 10% Owner)
Reporting Person: RA Capital Healthcare Fund LP (Director, 10% Owner)
Reporting Person: Kolchinsky Peter (Director, 10% Owner)
Reporting Person: Shah Rajeev M. (Director, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-08-16	Share Option (right to buy)	$5.97	A	42000	Acquired	2026-08-16	Ordinary Shares (42000)	Direct

Footnotes

F1: RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (the "Fund"). The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. The Adviser, the Adviser GP, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein.

F2: Dr. Kolchinsky, a reporting person, was granted this option pursuant to the Non-Employee Director Compensation Policy. The option vests as to 12.5% of the shares in equal quarterly installments over the two-year period following the grant date on August 16, 2021.

F3: Under Dr. Kolchinsky's arrangement with the Adviser, Dr. Kolchinsky holds the option for the benefit of the Fund. Dr. Kolchinsky is obligated to turn over to the Adviser any net cash or stock received upon exercise of the option, which will offset advisory fees owed by the Fund. The Reporting Persons therefore disclaim beneficial ownership of the option and underlying stock.