Wave Life Sciences Ltd. — Director's Dealing 2024

Aug 15, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Wave Life Sciences Ltd. (WVE)
CIK: 0001631574
Period of Report: 2024-08-12

Reporting Person: RA CAPITAL MANAGEMENT, L.P. (N/A)
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)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-08-12	Ordinary Shares	A	16115	—	Acquired	16115	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-08-12	Share Option (Right to Buy)	$5.37	A	32230	Acquired	2029-08-12	Ordinary Shares (32230)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Ordinary Shares	18202009	Indirect

Footnotes

F1: Dr. Kolchinsky was granted this restricted share unit award (RSU) pursuant to the 2024 Non-Employee Director Compensation Policy. The RSU vests as to 100% of the shares on the earlier of the Issuer's 2025 annual general meeting or August 12, 2025.

F2: Dr. Kolchinsky is a Managing Partner of the Adviser who serves on the Issuer's board of directors. Under Dr. Kolchinsky's arrangement with the Adviser, Dr. Kolchinsky holds the RSUs and options for the benefit of the Fund. Dr. Kolchinsky is obligated to turn over to the Adviser any net cash or shares received upon settlement of the RSUs, or exercise of the options, as applicable, which will offset advisory fees owed by the Fund to the Adviser.

F3: 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. Each of the Adviser, the Adviser GP, the Fund, Dr. Kolchinsky and Mr. Shah disclaims beneficial ownership of any of the reported securities, except to the extent of its or his respective pecuniary interest therein.

F4: Held directly by the Fund.

F5: Dr. Kolchinsky was granted this option pursuant to the 2024 Non-Employee Director Compensation Policy. The option vests as to 100% of the shares on the earlier of the Issuer's 2025 annual general meeting or August 12, 2025.