Officer Francis Chris sold $2,855,051 worth of Ordinary Shares (208,836 units at $13.67) and exercised 129,122 units of Ordinary Shares at a strike of $2.88, closing all direct ownership in the company (SEC Form 4)
$WVE
Biotechnology: Pharmaceutical Preparations
Health Care
| 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). | |||||||||||||||||
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Wave Life Sciences Ltd. [ WVE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/16/2024 | ||||||||||||||||||||||||||
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4. 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 Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 10/16/2024 | S(1) | 79,714 | D | $14 | 0 | D | |||
| Ordinary Shares | 10/16/2024 | M(1) | 40,997 | A | $2.48 | 40,997 | D | |||
| Ordinary Shares | 10/16/2024 | S(1) | 40,997 | D | $13 | 0 | D | |||
| Ordinary Shares | 10/16/2024 | M(1) | 65,625 | A | $3.14 | 65,625 | D | |||
| Ordinary Shares | 10/16/2024 | S(1) | 65,625 | D | $13.75 | 0 | D | |||
| Ordinary Shares | 10/16/2024 | M(1) | 22,500 | A | $2.83 | 22,500 | D | |||
| Ordinary Shares | 10/16/2024 | S(1) | 22,500 | D | $13.5 | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Share Option (right to buy) | $2.48 | 10/16/2024 | M | 40,997 | (2) | 03/10/2025 | Ordinary Shares | 40,997 | $0.00 | 0 | D | ||||
| Share Option (right to buy) | $3.14 | 10/16/2024 | M | 65,625 | (3) | 01/01/2032 | Ordinary Shares | 65,625 | $0.00 | 84,375 | D | ||||
| Share Option (right to buy) | $2.83 | 10/16/2024 | M | 22,500 | (2) | 07/25/2032 | Ordinary Shares | 22,500 | $0.00 | 22,500 | D | ||||
| Explanation of Responses: |
| 1. The option exercise and sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 21, 2023. |
| 2. The share options that were exercised in this reportable transaction were fully vested. |
| 3. The share option represented the right to purchase a total of 150,000 ordinary shares, 25% of which became exercisable on January 1, 2023, and the remaining shares vest as to an additional 6.25% quarterly thereafter until January 1, 2026. |
| Remarks: |
| SVP, Corporate Development, Head of Emerging Areas |
| /s/ Chris Francis | 10/18/2024 | |
| ** 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. | ||
| 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. | ||