Sec Form 4 Filing - RA CAPITAL MANAGEMENT, LLC @ Wave Life Sciences Ltd. - 2015-08-14

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 RA CAPITAL MANAGEMENT, LLC 2. Issuer Name and Ticker or Trading Symbol Wave Life Sciences Ltd. [ WVE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O RA CAPITAL MANAGEMENT, LLC, 20 PARK PLAZA, SUITE 1200 3. Date of Earliest Transaction (MM/DD/YY) 08/14/2015 (Street) BOSTON, MA02116 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 11/16/2015 C 1,172,060 A 5,213,651 I See Footnote ( 2 ) ( 3 ) Ordinary Shares 11/16/2015 P 1,875,000 A $ 16 7,088,651 ( 4 ) I See Footnote ( 2 ) ( 3 )

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 Series B Preferred Shares ( 1 ) 08/14/2015 P 1,172,060 ( 5 ) ( 1 ) ( 1 ) Ordinary Shares 1,172,060 ( 5 ) $ 12.37 ( 5 ) 1,172,060 ( 5 ) I See Footnote ( 2 ) ( 3 ) Series B Preferred Shares ( 1 ) 11/16/2015 C 1,172,060 ( 1 ) ( 1 ) Ordinary Shares 1,172,060 ( 1 ) 0 I See Footnote ( 2 ) ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other RA CAPITAL MANAGEMENT, LLC C/O RA CAPITAL MANAGEMENT, LLC 20 PARK PLAZA, SUITE 1200 BOSTON, MA02116 X X Kolchinsky Peter C/O RA CAPITAL MANAGEMENT, LLC 20 PARK PLAZA, SUITE 1200 BOSTON, MA02116 X X RA Capital Healthcare Fund LP C/O RA CAPITAL MANAGEMENT, LLC 20 PARK PLAZA, SUITE 1200 BOSTON, MA02116 X X Signatures /s/ Peter Kolchinsky, Manager of RA Capital Management, LLC 11/18/2015 Signature of Reporting Person Date /s/ Peter Kolchinsky, individually 11/18/2015 Signature of Reporting Person Date /s/ Peter Kolchinsky, Manager of RA Capital Management, LLC, the General Partner of RA Capital Healthcare Fund, L.P. 11/18/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Series B Preferred shares were convertible into Wave Life Sciences Ltd. Ordinary shares on a one-for-one basis at any time, at the election of the holder. The Series B Preferred shares had no expiration date but converted automatically into Ordinary shares upon consummation of the issuer's initial public offering on November 16, 2015. ( 2 )RA Capital Management, LLC (the "Adviser") is the general partner of RA Capital Healthcare Fund, L.P. (the "Fund") and the investment adviser of Blackwell Partners, LLC (the "Blackwell Account"). Peter Kolchinsky is a director of the issuer and is the sole manager of the Adviser. In their respective capacities, each of Mr. Kolchinsky and the Adviser may be deemed to beneficially own the reported securities for purposes of Section 13(d) of the Securities Exchange Act of 1934. ( 3 )The Adviser and Mr. Kolchinsky disclaim beneficial ownership of the reported securities for purposes of Rule 16a-1(a)(1) under the Exchange Act in reliance on Rule 16a-1(a)(1)(v) and (vii), respectively. The filing of this Form 4 shall not be construed as an admission that either the Adviser or Mr. Kolchinsky is or was, for purposes of Rule 16a-1(a)(1) under the Exchange Act, the beneficial owner of any of the securities reported herein. Mr. Kolchinsky and the Adviser disclaim beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a)(2) under the Exchange Act except to the extent of their pecuniary interest therein. ( 4 )These securities include 6,582,428 shares held by the Fund and 506,223 shares held in an account owned by the Blackwell Account. ( 5 )The terms of the Series B Preferred shares as reported herein have been adjusted to reflect a 4.0415917-for-1 forward split of both the Series B Preferred shares and the Ordinary shares on November 1, 2015.

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.