Wave Life Sciences Ltd. — Major Shareholding Notification 2021

Feb 12, 2021

SC 13G/A 1 formsc13ga.htm

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U N ITED S TA TES

SEC U R I T I E S AND EXCHANGE COMMISSION

W A SHI N G T O N , DC 2 0 549

SCHEDULE 13G

Under the Securities E x change Act of 1934 (Amendment No. 1)*

Wave Life Sciences Ltd.

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(Name of Issuer)

Ordinary Shares

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( T itle of C lass of Securit i es)

Y95308105

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(C U SIP N u m b e r )

December 31, 2020

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(Da t e o f Event W h ich Re q u ires Fili n g of t h is Sta t emen t )

C h eck t h e appropriate b o x to desig n ate the r u le p u rs u ant to which t h is Sche d u le is fi l e d :

[ _ ] R ul e 1 3 d- 1 (b)

[ X] Rul e 1 3 d- 1 (c)

[ _ ] R ul e 1 3 d- 1 (d)

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*T h e remai n der of t h is cover p age s h all be f i lled o u t for a r e p o r t ing p erson’s i n itial fili n g on t h is form wi t h respect to t h e subject class of securities, and for any s u bsequent amendment containing information which w o u ld alter t h e discl o s u res pr o v i d ed in a p r i o r co v er page.

The informat i on re q u ired in the remai n der of t h is cover p age s h all not b e d eemed to b e “file d ” f o r t h e purpose of Secti o n 18 of t h e Securities E x change Act of 1934 ( “ Act”) or ot h erw i se su b ject to t h e l i abil i ties of t h at sect i on of t h e Act b u t s h all be subject t o a l l o t her prov i s i ons of t h e Act (h o w eve r , see the N o tes).

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| 1. | N A ME
OF REPO R TING PERSONS |
| --- | --- |
| | I . R . S.
I D ENTIFIC A TION NOS. OF ABO V E
PERSO N S (ENTITIES ON L Y ) |
| | R TW
Inve s t m ents,
LP |
| 2. | C H ECK
THE A P PRO P R I A TE B OX IF A MEMBER OF A G R OUP (SEE I N STRU C TIONS) |
| | (a)
[ _ ] |
| | ( b )
[ X ] |
| 3. | SEC
USE ON L Y |
| 4. | CITIZEN S HIP
OR P LACE OF ORGANIZ A TION |
| | Dela w are |
| NU MBE R O F S H A R E S BENEFI C IAL L Y OW NED B Y EA C H REP O R T I NG PERS ON W I TH | |
| 5 . | SO L E V O TIN G P O WER |
| | 0 |
| 6. | SHARED VOTING P OWER |
| | 0 |
| 7. | SO L E
DI S PO S ITIVE POWER |
| | 0 |
| 8. | SHARED DIS P OSITIVE
POW E R |
| | 0 |
| 9. | A G GREG A TE
A M OUNT BENEFI C I AL L Y
OWNED BY EA C H REPO R TING PERSON |
| | 0 |
| 1 0 . | CHECK B OX IF THE AGGREG A TE AMO U NT
IN R O W ( 9 ) E X C L U D ES
CE R T A I N
S H ARES (S E E I N STR U CT IO NS)
[_] |
| 1 1 . | PERCENT OF
CLA S S REPRE S ENT E D
BY AM O U NT IN R O W
( 9 ) |
| | 0% |
| 1 2 . | TY P E
OF REPO R TING PERSON (SEE INSTRUCTIONS) |
| | PN, O O , I A |

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| 1. | N A ME
OF REPO R TING PERSONS |
| --- | --- |
| | I . R . S.
I D ENTIFIC A TION NOS. OF ABO V E
PERSO N S (ENTITIES ON L Y ) |
| | R TW
Master Fund, Ltd. |
| 2. | C H ECK
THE A P PRO P R I A TE B OX IF A MEMBER OF A G R OUP (SEE I N STRU C TIONS) |
| | (a)
[ _ ] |
| | ( b )
[ X ] |
| 3. | SEC USE ON L Y |
| 4. | CITIZEN S HIP
OR P LACE OF ORGANIZ A TION |
| | Cayman Islands |
| N U MBE R O F S H A R E S BENEFI C IAL L Y OW NED B Y EA C H REP O R T I NG PERS ON W I TH | |
| 5 . | SO L E V O TIN G P O WER |
| | 0 |
| 6. | SHARED VOTING P OWER |
| | 0 |
| 7. | SO L E
DI S PO S ITIVE POWER |
| | 0 |
| 8. | SHARED DIS P OSITIVE
POW E R |
| | 0 |
| 9. | A G GREG A TE
A M OUNT BENEFI C I AL L Y
OWNED BY EA C H REPO R TING PERSON |
| | 0 |
| 1 0 . | C HECK B OX IF THE AGGREG A TE AMO U NT
IN R O W ( 9 ) E X C L U D ES
CE R T A I N
S H ARES (S E E I N STR U CT IO NS)
[ _ ] |
| 1 1 . | PERCENT OF
CLA S S REPRE S ENT E D
BY AM O U NT IN R O W
( 9 ) |
| | 0% |
| 1 2 . | TY P E
OF REPO R TING PERSON (SEE INSTRUCTIONS) |
| | CO |

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| 1. | N A ME
OF REPO R TING PERSONS |
| --- | --- |
| | I . R . S.
I D ENTIFIC A TION NOS. OF ABO V E
PERSO N S (ENTITIES ON L Y ) |
| | Roderick W o n g |
| 2. | C H ECK
THE A P PRO P R I A TE B OX IF A MEMBER OF A G R OUP (SEE I N STRU C TIONS) |
| | (a)
[ _ ] |
| | ( b )
[ X ] |
| 3. | SEC USE ON L Y |
| 4. | CITIZEN S HIP
OR P LACE OF ORGANIZ A TION |
| | United States
of America |
| N U MBE R
OF S H A R E S BENEFI C IAL L Y OW NED B Y EA C H REP O R T I NG PERS ON W I TH | |
| 5 . | S O L E
VO TIN G P O WER |
| | 0 |
| 6. | SHARED VOTING P OWER |
| | 0 |
| 7. | SO L E
DI S PO S ITIVE POWER |
| | 0 |
| 8. | SHARED DIS P OSITIVE
POW E R |
| | 0 |
| 9. | A G GREG A TE
A M OUNT BENEFI C I AL L Y
OWNED BY EA C H REPO R TING PERSON |
| | 0 |
| 1 0 . | C HECK
BOX IF THE AGGREG A TE AMO U NT IN R O W
( 9 ) E X C L U D ES
CE R T A I N
S H ARES (S E E I N STR U CT IO NS)
[_] |
| 1 1 . | PERCENT OF
CLA S S REPRE S ENT E D
BY AM O U NT IN R O W
( 9 ) |
| | 0% |
| 1 2 . | TY P E
OF REPO R TING PERSON (SEE INSTRUCTIONS) |
| | IN,
H C |

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| Item
1. | (a). | Name
of Issuer: Wave Life Sciences Ltd. |
| --- | --- | --- |
| | (b). | Address
of issuer’s principal executive offices: |
| | | 7 Straits View #12-00, Marina One East Tower |
| | | Singapore, 018936 |
| Item
2. | (a). | Name
of person filing: |
| | | RTW
Investments, LP |
| | | RTW
Master Fund, Ltd. |
| | | Roderick
Wong |
| | (b). | Address
or principal business office or, if none, residence: |
| | | RTW
Investments, LP 40
10 th Avenue |
| | | Floor
7 |
| | | New
York, New York 10014 |
| | | RTW
Master Fund, Ltd. |
| | | c/o
Intertrust Corporate Services (Cayman) Limited |
| | | 190
Elgin Avenue, George Town |
| | | Grand
Cayman KY1-9001, Cayman Islands |
| | | Roderick
Wong |
| | | c/o
RTW Investments, LP 40
10 th Avenue |
| | | Floor
7 |
| | | New
York, New York 10014 |
| | (c). | Citizenship: |
| | | RTW
Investments, LP – Delaware |
| | | RTW
Master Fund, Ltd. – Cayman Islands Roderick
Wong – United States of America |
| | (d). | Title
of class of securities: |
| | | Ordinary Shares |
| | (e). | CUSIP
No.: |
| | | Y95308105 |

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| Item
3. | If
This Statement is filed pursuant to §§.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is
a |
| --- | --- |
| | N/A |
| Item
4. | Ownership. |

| Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified
in Item 1. | |
| --- | --- |
| (a) | Amount
beneficially owned: |

| RTW
Investments, LP – 0 |
| --- |
| RTW
Master Fund, Ltd. – 0 |
| Roderick
Wong – 0 |

(b) Percent of class:

| RTW
Investments, LP – 0% |
| --- |
| RTW
Master Fund, Ltd. – 0% |
| Roderick
Wong – 0% |

(c) Number of shares as to which the person has:

| (i) | Sole
power to vote or to direct the vote |
| --- | --- |
| | RTW
Investments, LP – 0 |
| | RTW
Master Fund, Ltd. – 0 |
| | Roderick
Wong – 0 |
| (ii) | Shared
power to vote or to direct the vote |
| | RTW
Investments, LP – 0 |
| | RTW
Master Fund, Ltd. – 0 |
| | Roderick
Wong – 0 |
| (iii) | Sole
power to dispose or to direct the disposition of |
| | RTW
Investments, LP – 0 |
| | RTW
Master Fund, Ltd. – 0 |
| | Roderick
Wong – 0 |
| (iv) | Shared
power to dispose or to direct the disposition of |
| | RTW
Investments, LP – 0 |
| | RTW
Master Fund, Ltd. – 0 |
| | Roderick
Wong – 0 |

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| Item
5. | Ownership
of Five Percent or Less of a Class. |
| --- | --- |
| | If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following. |
| | [X] |
| Item
6. | Ownership
of More Than Five Percent on Behalf of Another Person. |
| | If
any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest
relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or
endowment fund is not required. |
| | N/A |
| Item
7. | Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent |
| | Holding
Company or Control Person. |
| | If
a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under
Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identification of the relevant subsidiary. |
| | N/A |
| Item
8. | Identification
and Classification of Members of the Group. |
| | If
a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit
stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to
Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group. |
| | N/A |
| Item
9. | Notice
of Dissolution of Group. |
| | Notice
of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings
with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual
capacity. See Item 5. |
| | N/A |
| Item
10. | Certification. |
| | By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

| Dated:
February 12, 2021 | |
| --- | --- |
| RTW
Investments, LP | |
| By: | /s/
Roderick Wong |
| | Roderick
Wong, Managing Partner |
| RTW
Master Fund, Ltd. | |
| By: | /s/
Roderick Wong |
| | Roderick
Wong, Director |
| Roderick
Wong | |
| By: | /s/
Roderick Wong |
| | Roderick
Wong, Individually |

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent.

Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

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