SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
WAVE Life Sciences Ltd.
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
Y95308105
(CUSIP Number)
Masaharu Tanaka
Katsunori Nagakari
1-3-34 Meizan-cho, Kagoshima City, Kagoshima, 892-0821, Japan
+81 99 295 6151
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 29, 2017
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act by shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. Y95308105 |
| 1 | NAME OF REPORTING PERSON
Kagoshima Shinsangyo Sousei Investment Limited Partnership | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF THE GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
WC | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Japan | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
| ||||
| 8 | SHARED VOTING POWER
2,794,865 | |||||
| 9 | SOLE DISPOSITIVE POWER
| |||||
| 10 | SHARED DISPOSITIVE POWER
2,794,865 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,794,865 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.9% | |||||
| 14 | TYPE OF REPORTING PERSON
PN | |||||
| CUSIP No. Y95308105 |
| 1 | NAME OF REPORTING PERSON
Kagoshima Development Co. Ltd. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF THE GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
AF | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Japan | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
2,794,865 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
2,794,865 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,794,865 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.9% | |||||
| 14 | TYPE OF REPORTING PERSON
CO | |||||
| CUSIP No. Y95308105 |
| 1 | NAME OF REPORTING PERSON
Masaharu Tanaka | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF THE GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
AF | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Japan | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
2,794,865 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
2,794,865 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,794,865 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.9% | |||||
| 14 | TYPE OF REPORTING PERSON
IN | |||||
Explanatory Note: This Amendment No. 1 (this “Statement”) to the Schedule 13D filed by the Reporting Persons with the U.S. Securities and Exchange Commission (the “SEC”) on November 25, 2015 amends and supplements the items set forth herein.
As used in this Statement, the terms “Reporting Persons” collectively refers to Kagoshima Shinsangyo Sousei Investment Limited Partnership (“KSS”), Kagoshima Development Co. Ltd. (“Kagoshima Development Co.”), and Masaharu Tanaka.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 is amended and supplemented as follows:
The information relating to the beneficial ownership of the Issuer’s Ordinary Shares by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated herein by reference. The information in this Item 5(a) and in Row 13 of each cover page to this Statement with respect to the Reporting Persons is based on an aggregate of 23,542,569 shares of the Issuer’s Ordinary Shares issued and outstanding as of March 1, 2017, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, filed with the SEC on March 16, 2017.
(c) On March 29, 2017, KSS sold 433,825 shares of the Issuer’s Ordinary Shares in a private transaction. Such shares were sold at an aggregate purchase price of 1,199,998,712 Japanese yen, which, when converted to U.S. dollars based on the currency exchange rate on the transaction date, is approximately $24.91 per share.
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
| Dated: March 31, 2017 | Kagoshima Shinsangyo Sousei Investment Limited Partnership | |||||||
| by: Kagoshima Development Co. Ltd., its General Partner | ||||||||
| By: | /s/ Masaharu Tanaka | |||||||
| Name: | Masaharu Tanaka | |||||||
| Its: | Representative Director | |||||||
| Dated: March 31, 2017 | Kagoshima Development Co. Ltd. | |||||||
| By: | /s/ Masaharu Tanaka | |||||||
| Name: | Masaharu Tanaka | |||||||
| Its: | Representative Director | |||||||
| Dated: March 31, 2017 | By: | /s/ Masaharu Tanaka | ||||||
| Masaharu Tanaka | ||||||||