Takanashi Ken Form 3 Wave Life Sciences / KEN TAKANASHI ownership change

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^*

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. 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	1,697,467(1)	D

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 A Preferred Shares	(2)	(2)	Ordinary Shares	3,901,348	(2)	I	See Footnote(2)
Series B Preferred Shares	(3)	(3)	Ordinary Shares	161,663	(3)	I	By SNBL USA, Ltd.(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 Shin Nippon Biomedical Laboratories, Ltd. ("SNBL"). Ken Takanashi, a director of the Issuer, is a director of SNBL 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. Takanashi 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. 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.

2. Shares held by SNBL Pursuant to Rule 16a-1 under the Act, Mr. Takanashi 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. 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. The Series A Preferred Shares are convertible into Ordinary Shares on a one-for-one basis at the option of the holder and have no expiration date.

3. Shares held by SNBL USA, Ltd. ("SNBL USA"). SNBL USA is an affiliate of SNBL. Mr. Takanashi is a director of SNBL USA. In their respective capacities, each of Mr. Takanashi and SNBL may be deemed to beneficially own the reported securities. Pursuant to Rule 16a-1 under the Act, each of the Reporting Persons disclaims beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein. The filing of this Form 3 shall not be construed as an admission that SNBL or 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. The Series B 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.

Remarks:

	Shin Nippon Biomedical Laboratories, Ltd., By: Ryoichi Nagata, Its: Chairman and Chief Executive Officer, /s/ Ryoichi Nagata	11/10/2015
	/s/ Ken Takanashi	11/10/2015
	** Signature of Reporting Person	Date
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