Sec Form 4 Filing - Vargeese Chandra @ Wave Life Sciences Ltd. - 2022-05-04

Insider filing report for Changes in Beneficial Ownership
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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
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1. Name and Address of Reporting Person
Vargeese Chandra
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)
05/04/2022
(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 05/04/2022 A( 1 ) 50,000 A $ 0 127,809 D
Ordinary Shares 05/05/2022 S( 2 ) 16,714 D $ 1.72( 3 ) 111,095 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 and 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Vargeese Chandra
C/O WAVE LIFE SCIENCES LTD.,
733 CONCORD AVE.
CAMBRIDGE, MA02138
See Remarks
Signatures
/s/ Chandra Vargeese 05/06/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On March 7, 2019, the reporting person received performance-based restricted share units ("PSUs"), convertible on a one-for-one basis into ordinary shares of the issuer upon vesting. On May 4, 2022, 50% of the PSUs vested upon the issuer's achievement of the PN Chemistry Milestone (as defined in the PSU agreement) following the issuer's recent WVE-004 data release, as certified by the issuer's compensation committee.
( 2 )On May 5, 2022, the reporting person sold 16,714 ordinary shares solely to cover taxes associated with the vesting of the PSUs on May 4, 2022. These sales were made pursuant to a provision in the reporting person's PSU agreement that requires automatic sales of shares to cover tax withholding obligations. The sales are intended to comply with Rule 10b5-1(c)(1)(i)(B) under the Securities Exchange Act of 1934, as amended.
( 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 $1.72 to $1.76 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.

Remarks:
Chief Technology Officer, Head of Platform Discovery Sciences

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