SEC Form SC 13G/A filed by Wave Life Sciences Ltd. (Amendment)

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:

*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.

(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.

ITEM 2.

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.

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

13G/A1

CUSIP No. Y95308105

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