Sec Form 4 Filing - Francis Chris @ Wave Life Sciences Ltd. - 2018-02-16

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Francis Chris 2. Issuer Name and Ticker or Trading Symbol Wave Life Sciences Ltd. [ WVE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) C/O WAVE LIFE SCIENCES LTD.,, 733 CONCORD AVE. 3. Date of Earliest Transaction (MM/DD/YY) 02/16/2018 (Street) CAMBRIDGE, MA02138 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/16/2018 S( 2 ) 723 D $ 51.8 ( 3 ) 22,077 D Ordinary Shares 02/16/2018 M( 1 ) 9,412 A $ 2.48 31,489 D Ordinary Shares 02/16/2018 S( 1 ) 9,412 D $ 55 22,077 D Ordinary Shares 02/20/2018 M( 1 ) 11,504 A $ 2.48 33,581 D Ordinary Shares 02/20/2018 S( 1 ) 11,504 D $ 55.95 22,077 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable an d Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 02/16/2018 M( 1 ) 9,412 ( 4 ) 03/10/2025 Ordinary Shares 9,412 $ 0 11,390 D Share Option (right to buy) $ 2.48 02/20/2018 M( 1 ) 11,390 ( 4 ) 03/10/2025 Ordinary Shares 11,390 $ 0 0 D Share Option (right to buy) $ 2.48 02/20/2018 M( 1 ) 114 ( 5 ) 03/10/2025 Ordinary Shares 114 $ 0 126,060 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Francis Chris C/O WAVE LIFE SCIENCES LTD., 733 CONCORD AVE. CAMBRIDGE, MA02138 See Remarks Signatures /s/ Chris Francis 02/21/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The option exercise and sale reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 11, 2017. ( 2 )On February 16, 2018, the reporting person sold 723 ordinary shares solely to cover taxes associated with the vesting of restricted share units on February 15, 2018. These sales were made pursuant to a 10b5-1 Trading Plan. ( 3 )The price reflected is the weighted-average sale price for shares sold. The shares were sold in multiple transactions and the range of sale prices for the transactions reported was $51.55 to $51.95 per share. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price. ( 4 )The share option represented a right to purchase a total of 20,802 ordinary shares, 25% of which became exercisable on April 15, 2015, and the remaining shares vest in 36 equal monthly installments thereafter. ( 5 )The share option represented a right to purchase a total of 126,174 ordinary shares, 25% of which became exercisable on April 15, 2015, and the remaining shares vest in 36 equal monthly installments thereafter.

Remarks: Senior Vice President, Corporate Development & Portfolio Management

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.