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*
(Street)
| 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)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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) | |||||||
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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*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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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 | |
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. |