13D Filing: RA Capital Management and Wave Life Sciences Ltd (WVE)

	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549	OMB APPROVAL
		OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response… 10.4

 

SCHEDULE 13D

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)

RA Capital Management, LLC

20 Park Plaza, Suite 1200

Boston, MA 02116

Telephone: 617.778.2512

Attn:
Peter Kolchinsky

(Name, Address and Telephone Number of Person
Authorized to
Receive Notices and Communications)

November
13, 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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-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 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 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).

1	Names of Reporting Persons. RA Capital Management, LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) [ ]
	(b) [ ]
3	SEC Use Only
4	Source of Funds (See Instructions): AF
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ]
6	Citizenship or Place of Organization. Massachusetts

Number of Shares Beneficially Owned by Each Reporting Person With	7        Sole Voting Power 0 shares
	8        Shared Voting Power 7,512,049 shares
	9      Sole Dispositive Power 0 shares
	10      Shared Dispositive Power 7,512,049 shares

11	Aggregate Amount Beneficially Owned by Each Reporting Person 7,512,049 shares
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     [ ]
13	Percent of Class Represented by Amount in Row (11) 27.0%1
14	Type of Reporting Person (See Instructions) IA, OO (Limited Liability Company)

 

____________________________

¹ The reporting person is the beneficial owner of
7,512,049 shares of the Issuer’s Ordinary Shares which constitute approximately 27.0% of the class outstanding. The percentage
calculation assumes that there are currently 27,790,022 outstanding shares of Common Stock of the Issuer, based on the Issuer’s
Form 10-Q as filed with the Securities and Exchange Commission (“SEC”) on November 09, 2017.

 

 

1	Names of Reporting Persons.   Peter Kolchinsky
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) [ ]
	(b) [ ]
3	SEC Use Only
4	Source of Funds (See Instructions): AF
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ]
6	Citizenship or Place of Organization. United States

Number of Shares Beneficially Owned by Each Reporting Person With	7       Sole Voting Power 0 shares
	8       Shared Voting Power 7,512,049 shares
	9 Sole Dispositive Power 0 shares
	10      Shared Dispositive Power 7,512,049 shares

11	Aggregate Amount Beneficially Owned by Each Reporting Person 7,512,049 shares
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     [ ]
13	Percent of Class Represented by Amount in Row (11) 27.0%2
14	Type of Reporting Person (See Instructions) HC, IN

____________________________

² The reporting person is the
beneficial owner of 7,512,049 shares of the Issuer’s Ordinary Shares which constitute approximately 27.0% of the class outstanding.
The percentage calculation assumes that there are currently 27,790,022 outstanding shares of Common Stock of the Issuer, based
on the Issuer’s Form 10-Q as filed with the Securities and Exchange Commission (“SEC”) on November 09, 2017.

 

This
Amendment No. 1 amends and supplements the statement on Schedule 13D (the “Statement”) originally filed with the Securities
and Exchange Commission on November 27, 2015 by the Reporting Persons with respect to Ordinary Shares (the “Ordinary Shares”),
of Wave Life Sciences Ltd., a Singapore public limited company (the “Issuer”).   Unless
otherwise defined herein, capitalized terms used in this Amendment No. 1 shall have the meanings ascribed to them in the initial
Statement.

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 of the Statement is hereby amended
and supplemented as follows:

On November 13, 2017, the Reporting Persons
purchased 400,000 Ordinary Shares for $9,320,000.00. On November 14, 2017, the Reporting Persons purchased 23,398 Ordinary Shares
for $561,549.66. All shares were purchased with working capital and were purchased in a separately managed account.

Item 4.

Purpose of Transaction

Item 4 is hereby supplemented as follows:

The Reporting Persons acquired the Ordinary
Shares referred to in Item 3 for investment purposes and not with an intent, purpose or effect of changing control of the Issuer.

Item 5.

Interest in Securities of the Issuer

(a) and (b) See Items 7-11 of the cover
pages and Item 2 above.

(c) The following table lists the Reporting
Persons’ transactions in Common Stock that were effected during the sixty day period prior to the filing of this Schedule
13D:

Transaction	Date	No. Shares	Price
Purchase	13-Nov-2017	400,000	$23.30
Purchase	14-Nov-2017	23,398	$23.9999

(d) Not applicable.

(e) Not applicable.

Item 7.

Material to Be Filed as Exhibits

Exhibit 1

Joint Filing Agreement by and among the Reporting Persons is incorporated herein by reference to Exhibit 1 to the Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on November 27, 2015.

 

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: November 15, 2017

RA CAPITAL MANAGEMENT, LLC

By: /s/ Peter Kolchinsky

————————————————-

Peter Kolchinsky

Manager

PETER KOLCHINSKY

/s/ Peter Kolchinsky

————————————————-