SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
TAKANASHI KEN

(Last) (First) (Middle)
C/O SHIN NIPPON BIOMEDICAL LABORATORIES,
2438 MIYANOURA-MACHI, KAGOSHIMA CITY

(Street)
KAGOSHIMA M0 891-1394

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Wave Life Sciences Ltd. [ WVE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/14/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Ordinary Shares 11/16/2015 C 161,663(1) A (2) 1,859,130 I See Footnote(3)
Ordinary Shares 11/16/2015 P 125,000(1) A $16 1,984,130(4) I See Footnote(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Shares (5) (5) (5) Ordinary Shares 3,901,348 3,901,348(6) I See Footnote(3)
Series B Preferred Shares (2) 08/14/2015 P 161,663(1)(7) (2) (2) Ordinary Shares 161,663(7) $12.37(7) 161,663(1)(7) I See Footnote(3)
Series B Preferred Shares (2) 11/16/2015 C 161,663(1) (2) (2) Ordinary Shares 161,663 (2) 0 I See Footnote(3)
1. Name and Address of Reporting Person*
TAKANASHI KEN

(Last) (First) (Middle)
C/O SHIN NIPPON BIOMEDICAL LABORATORIES,
2438 MIYANOURA-MACHI, KAGOSHIMA CITY

(Street)
KAGOSHIMA M0 891-1394

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Shin Nippon Biomedical Laboratories, Ltd.

(Last) (First) (Middle)
2438 MIYANOURA-MACHI, KAGOSHIMA CITY

(Street)
KAGOSHIMA M0 891-1394

(City) (State) (Zip)
Explanation of Responses:
1. Shares held by SNBL USA, Ltd. ("SNBL USA"), an affiliate of Shin Nippon Biomedical Laboratories, Ltd. ("SNBL"). Ken Takanashi, a director of the Issuer, is a director of SNBL and SNBL USA and each of Mr. Takanashi and SNBL may be deemed to beneficially own the reported securities held by SNBL USA.
2. The Series B Preferred Shares automatically converted into Ordinary Shares on a one-for-one basis upon the closing of the Issuer's initial public offering of its Ordinary Shares.
3. Pursuant to Rule 16a-1 under the Securities Exchange Act of 1934, as amended (the "Act"), Mr. Takanashi and SNBL each disclaim beneficial ownership of the reported securities held by SNBL USA, and Mr. Takanashi disclaims beneficial ownership of the reported securities held by SNBL, in each case except to the extent of his or its respective pecuniary interest therein. The filing of this Form 4 shall not be construed as an admission that Mr. Takanashi is or was for the purposes of Section 16(a) of the Act, or otherwise, the beneficial owner of any of the reported securities held by SNBL or SNBL USA. The filing of this Form 4 shall not be construed as an admission that SNBL is or was for the purposes of Section 16(a) of the Act, or otherwise, the beneficial owner of any of the reported securities held by SNBL USA.
4. The reported shares are held as follows; 1,697,467 shares are held by SNBL and 286,663 shares are held by SNBL USA.
5. The Series A Preferred Shares are convertible into Ordinary Shares on a one-for-one basis at any time at the option of the holder and have no expiration date.
6. Shares held by SNBL.
7. Share amounts reflect a 4.0415917-for-1 forward split of the Issuer's shares on November 1, 2015. The securities were purchased for $12.37 per share on a post-split basis.
Remarks:
/s/ Ken Takanashi 11/17/2015
Shin Nippon Biomedical Laboratories, By: /s/ Ken Takanashi, Its: Director 11/17/2015
** Signature of Reporting Person Date
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