SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Tanaka Masaharu

(Last) (First) (Middle)
C/O KAGOSHIMA SHINSANGYO SOUSEI INVEST.
L.P., 1-3-34 MEIZAN-CHO, KAGOSHIMA CITY

(Street)
KAGOSHIMA M0 891-0122

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Wave Life Sciences Ltd. [ WVE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/29/2017
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Ordinary Shares 03/29/2017 S 433,825 D $24.91(1) 2,794,865 I See Footnote(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Tanaka Masaharu

(Last) (First) (Middle)
C/O KAGOSHIMA SHINSANGYO SOUSEI INVEST.
L.P., 1-3-34 MEIZAN-CHO, 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)
1-3-34 MEIZAN-CHO, KAGOSHIMA CITY

(Street)
KAGOSHIMA M0 891-0122

(City) (State) (Zip)
Explanation of Responses:
1. The aggregate purchase price for the 433,825 Ordinary Shares was 1,199,998,712 Japanese yen. The purchase price per share in Column 4 of Table I was calculated based on the aggregate purchase price divided by the number of Ordinary Shares sold. The purchase price per share is shown in U.S. dollars and was converted based on the currency exchange rate as of the transaction date, March 29, 2017, rounded to the nearest whole cent.
2. Shares held by Kagoshima Shinsangyo Sousei Investment Limited Partnership ("KSS"). Masaharu Tanaka, a director of the Issuer, is the representative director of Kagoshima Development Co., Ltd., the general partner 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 4 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.
Remarks:
/s/ Masaharu Tanaka 03/31/2017
Kagoshima Shinsangyo Sousei Investment Limited Partnership, By: Kagoshima Development Co. Ltd., Its: General Partner, By: /s/ Masaharu Tanaka, Masaharu Tanaka, its representative director 03/31/2017
** 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 4 (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.
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