0001999371-24-001596.txt : 20240206 0001999371-24-001596.hdr.sgml : 20240206 20240206170742 ACCESSION NUMBER: 0001999371-24-001596 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20240206 DATE AS OF CHANGE: 20240206 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Wave Life Sciences Ltd. CENTRAL INDEX KEY: 0001631574 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 000000000 STATE OF INCORPORATION: U0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-89180 FILM NUMBER: 24601131 BUSINESS ADDRESS: STREET 1: 7 STRAITS VIEW STREET 2: #12-00, MARINA ONE EAST TOWER CITY: SINGAPORE STATE: U0 ZIP: 018936 BUSINESS PHONE: 617-949-2900 MAIL ADDRESS: STREET 1: 733 CONCORD AVENUE CITY: CAMBRIDGE STATE: MA ZIP: 02138 FORMER COMPANY: FORMER CONFORMED NAME: WAVE Life Sciences Ltd. DATE OF NAME CHANGE: 20170516 FORMER COMPANY: FORMER CONFORMED NAME: Wave Life Sciences Ltd. DATE OF NAME CHANGE: 20151106 FORMER COMPANY: FORMER CONFORMED NAME: Wave Life Sciences LTD. DATE OF NAME CHANGE: 20151106 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GSK plc CENTRAL INDEX KEY: 0001131399 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 980 GREAT WEST ROAD CITY: BRENTFORD MIDDLESEX STATE: X0 ZIP: TW8 9GS BUSINESS PHONE: 011442080475000 MAIL ADDRESS: STREET 1: 980 GREAT WEST ROAD CITY: BRENTFORD MIDDLESEX STATE: X0 ZIP: TW8 9GS FORMER COMPANY: FORMER CONFORMED NAME: GSK PLC DATE OF NAME CHANGE: 20220516 FORMER COMPANY: FORMER CONFORMED NAME: GLAXOSMITHKLINE PLC DATE OF NAME CHANGE: 20010105 SC 13G/A 1 wve-sc13ga_123123.htm AMENDMENT TO FORM SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Wave Life Sciences Ltd.

(Name of Issuer)

$0 Par Value Ordinary Share

(Title of Class of Securities)

Y95308105

(CUSIP Number)

December 31, 2023

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐	Rule 13d-1(b)

☒	Rule 13d-1(c)

☐	Rule 13d-1(d)

*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 the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “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 but shall be subject to all other provisions of the Act (however, see the Notes).

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 control number.

CUSIP No. Y95308105

13G/A1

1. Names of Reporting Persons.

GSK plc

2. Check the Appropriate Box if a Member of a Group

(a) ☐

(b) ☐

3. SEC Use Only

4. Citizenship or Place of Organization
England and Wales

Number of Shares Beneficially Owned by Each Reporting Person With:	5. Sole Voting Power 13,983,761 (1)
	6. Shared Voting Power 0
	7. Sole Dispositive Power 13,983,761 (1)
	8. Shared Dispositive Power 0

9. Aggregate Amount Beneficially Owned by Each Reporting Person

13,983,761 (1)

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐

11. Percent of Class Represented by Amount in Row (9)
11.5% (2)

12. Type of Reporting Person
CO

(1) Ordinary Shares (as defined below) are held of record by Glaxo Group Limited, a wholly-owned subsidiary of the Reporting Person.

(2) Based upon 122,011,901 Ordinary Shares outstanding after the Issuer’s offering, as reported in the Issuer’s prospectus supplement dated December 6, 2023, furnished to the Securities and Exchange Commission (the “SEC”) on December 8, 2023, which includes the exercise of the underwriters’ option to purchase additional Ordinary Shares, as reported in the Issuer’s current report on Form 8-K filed with the SEC on January 4, 2024.

CUSIP No. Y95308105

13G/A1

ITEM 1.

(a)	Name of Issuer:
	Wave Life Sciences Ltd. (the “Issuer”)

(b)	Address of Issuer's Principal Executive Offices:
	7 Straits View #12-00
	Marina One, East Tower
	Singapore 018936

ITEM 2.

(a)	Name of Person Filing:
	GSK plc

(b)	Address of Principal Business Office, or if None, Residence:
	980 Great West Road
	Brentford
	Middlesex
	TW8 9GS
	England

(c)	Citizenship:
	England and Wales

(d)	Title of Class of Securities:
	$0 Par Value Ordinary Shares (the “Ordinary Shares”)

(e)	CUSIP Number:
	Y95308105

ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

Not Applicable

ITEM 4. OWNERSHIP.

The information in items 1 and 5 through 11 on the cover page of this Schedule 13G is hereby incorporated by reference.

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

Glaxo Group Limited*

13,983,761

11.5%

*Shares are held of record by Glaxo Group Limited, an indirect wholly-owned subsidiary of the Reporting Person.

13G/A1

CUSIP No. Y95308105

ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

Not Applicable

ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

Not Applicable

ITEM 9. NOTICE OF DISSOLUTION OF GROUP.

Not Applicable

ITEM 10. CERTIFICATIONS.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 6, 2024

		GSK plc

		By:	/s/ Victoria A. Whyte
			Victoria A. Whyte
			Authorized Signatory