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SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Tanaka Masaharu
(Last) (First) (Middle)
C/O KAGOSHIMA SHINSANGYO SOUSEI INVEST.
LTD. P., 6-1-20, NANEI, KAGOSHIMA CITY
(Street)
KAGOSHIMA M0 891-0122
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/10/2015 		3. Issuer Name and Ticker or Trading Symbol
Wave Life Sciences Ltd. [ WVE ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares 2,990,777(1) I See Footnote(1)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Preferred Shares (2) (2) Ordinary Shares 161,663 (2) D
1. Name and Address of Reporting Person*
Tanaka Masaharu
(Last) (First) (Middle)
C/O KAGOSHIMA SHINSANGYO SOUSEI INVEST.
LTD. P., 6-1-20, NANEI, KAGOSHIMA CITY
(Street)
KAGOSHIMA M0 891-0122
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Kagoshima Shinsangyo Sousei Investment Limited Partnership
(Last) (First) (Middle)
6-1-20, NANEI, KAGOSHIMA CITY
(Street)
KAGOSHIMA M0 891-0122
(City) (State) (Zip)
Explanation of Responses:
1. Shares held by Kagoshima Shinsangyo Sousei Investment Limited Partnership ("KSS"). Masaharu Tanaka, a director of the Issuer, is a director of KSS and may be deemed to beneficially own the reported securities. Pursuant to Rule 16a-1 under the Securities Exchange Act of 1934, as amended (the "Act"), Mr. Tanaka disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. The filing of this Form 3 shall not be construed as an admission that Mr. Tanaka is or was for the purposes of Section 16(a) of the Act, or otherwise, the beneficial owner of any of the reported securities.
2. Shares held by KSS. Mr. Tanaka may be deemed to beneficially own the reported securities. Pursuant to Rule 16a-1 under the Act, Mr. Tanaka disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interests therein. The filing of this Form 3 shall not be construed as an admission that Mr. Tanaka is or was for the purposes of Section 16(a) of the Act, or otherwise, the beneficial owner of any of the reported securities. These shares are convertible into ordinary shares on a one-for-one basis at any time at the election fo the holder and have no expiration date.
Remarks:
Kagoshima Shinsangyo Sousei Investment Limited Partnership, By: Masaharu Tanaka, Its: Director /s/ Masaharu Tanaka 11/10/2015
/s/ Masaharu Tanaka 11/10/2015
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                                POWER OF ATTORNEY

        Know all by these present, that the undersigned hereby constitutes and
appoints each of Matthew Gardella, Marc Mantell, Kanasha Herbert, Matthew
Tikonoff, Sarita Malakar, Daniel Wilcox, Jacqueline Cannata, Anne Leland and
Brenda Meyette of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., signing
singly, with full power of substitution, the undersigned's true and lawful
attorney-in-fact to:

        (1)     execute for and on behalf of the undersigned, forms and
                authentication documents for EDGAR Filing Access;

        (2)     execute for and on behalf of the undersigned, in the
                undersigned's capacity as an officer, director and/or 10%
                shareholder of WAVE Life Sciences Pte. Ltd. (or its successor,
                WAVE Life Sciences Ltd., as the case may be) (the "Company"),
                forms and authentication documents for EDGAR Filing
                Access;

        (3)     do and perform any and all acts for and on behalf of the
                undersigned which may be necessary or desirable to complete and
                execute any such forms and authentication documents;

        (4)     execute for and on behalf of the undersigned, in the
                undersigned's capacity as an officer, director and/or 10%
                shareholder of the Company, Forms 3, 4 and 5 (including any
                amendments thereto) in accordance with Section 16(a) of the
                Securities Exchange Act of 1934, as amended, and the rules
                thereunder (collectively, the "Exchange Act");

        (5)     do and perform any and all acts for and on behalf of the
                undersigned which may be necessary or desirable to complete and
                execute any such Form 3, 4 or 5, prepare, complete and execute
                any amendment or amendments thereto, and timely file such form
                with the U.S. Securities and Exchange Commission and any stock
                exchange or similar authority; and

        (6)     take any other action of any type whatsoever in connection with
                the foregoing which, in the opinion of such attorney-in-fact,
                may be of benefit to, in the best interest of, or legally
                required by, the undersigned, it being understood that the
                documents executed by such attorney-in-fact on behalf of the
                undersigned pursuant to this Power of Attorney shall be in such
                form and shall contain such terms and conditions as such
                attorney-in-fact may approve in such attorney-in-fact's
                discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming nor relieving, nor is the Company assuming nor
relieving, any of the undersigned's responsibilities to comply with Section 16
of the Exchange Act. The undersigned acknowledges that neither the Company nor
the foregoing attorneys-in-fact assume (i) any liability for the undersigned's
responsibility to comply with the requirements of the Exchange Act, (ii) any
liability of the undersigned for any failure to comply with such requirements or
(iii) any obligation or liability of the undersigned for profit disgorgement
under Section 16(b) of the Exchange Act.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file forms and execute authentication
documents with respect to the undersigned's EDGAR Filing Access or to file Forms
3, 4 and 5 with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of the date set forth below.

                                        Signature:/s/ Masaharu Tanaka

                                        Name: Masaharu Tanaka

                                        Date: November 5, 2015

                                POWER OF ATTORNEY

        Know all by these present, that the undersigned hereby constitutes and
appoints each of Matthew Gardella, Marc Mantell, Kanasha Herbert, Matthew
Tikonoff, Sarita Malakar, Daniel Wilcox, Jacqueline Cannata, Anne Leland and
Brenda Meyette of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., signing
singly, with full power of substitution, the undersigned's true and lawful
attorney-in-fact to:

        (1)     execute for and on behalf of the undersigned, forms and
                authentication documents for EDGAR Filing Access;

        (2)     execute for and on behalf of the undersigned, in the
                undersigned's capacity as an officer, director and/or 10%
                shareholder of WAVE Life Sciences Pte. Ltd. (or its successor,
                WAVE Life Sciences Ltd., as the case may be) (the "Company"),
                forms and authentication documents for EDGAR Filing
                Access;

        (3)     do and perform any and all acts for and on behalf of the
                undersigned which may be necessary or desirable to complete and
                execute any such forms and authentication documents;

        (4)     execute for and on behalf of the undersigned, in the
                undersigned's capacity as an officer, director and/or 10%
                shareholder of the Company, Forms 3, 4 and 5 (including any
                amendments thereto) in accordance with Section 16(a) of the
                Securities Exchange Act of 1934, as amended, and the rules
                thereunder (collectively, the "Exchange Act");

        (5)     do and perform any and all acts for and on behalf of the
                undersigned which may be necessary or desirable to complete and
                execute any such Form 3, 4 or 5, prepare, complete and execute
                any amendment or amendments thereto, and timely file such form
                with the U.S. Securities and Exchange Commission and any stock
                exchange or similar authority; and

        (6)     take any other action of any type whatsoever in connection with
                the foregoing which, in the opinion of such attorney-in-fact,
                may be of benefit to, in the best interest of, or legally
                required by, the undersigned, it being understood that the
                documents executed by such attorney-in-fact on behalf of the
                undersigned pursuant to this Power of Attorney shall be in such
                form and shall contain such terms and conditions as such
                attorney-in-fact may approve in such attorney-in-fact's
                discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming nor relieving, nor is the Company assuming nor
relieving, any of the undersigned's responsibilities to comply with Section 16
of the Exchange Act. The undersigned acknowledges that neither the Company nor
the foregoing attorneys-in-fact assume (i) any liability for the undersigned's
responsibility to comply with the requirements of the Exchange Act, (ii) any
liability of the undersigned for any failure to comply with such requirements or
(iii) any obligation or liability of the undersigned for profit disgorgement
under Section 16(b) of the Exchange Act.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file forms and execute authentication
documents with respect to the undersigned's EDGAR Filing Access or to file Forms
3, 4 and 5 with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of the date set forth below.

                Signature:/s/ Masaharu Tanaka

                Name: Kagoshima Shinsangyo Sousei Investment Limited Partnership

                Date: November 5, 2015