0001839882-23-002074.txt : 20230130 0001839882-23-002074.hdr.sgml : 20230130 20230130163720 ACCESSION NUMBER: 0001839882-23-002074 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20230130 DATE AS OF CHANGE: 20230130 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Wave Life Sciences Ltd. CENTRAL INDEX KEY: 0001631574 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: U0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-89180 FILM NUMBER: 23568352 BUSINESS ADDRESS: STREET 1: 7 STRAITS VIEW STREET 2: #12-00, MARINA ONE EAST TOWER CITY: SINGAPORE STATE: U0 ZIP: 018936 BUSINESS PHONE: 617-949-2900 MAIL ADDRESS: STREET 1: 733 CONCORD AVENUE CITY: CAMBRIDGE STATE: MA ZIP: 02138 FORMER COMPANY: FORMER CONFORMED NAME: WAVE Life Sciences Ltd. DATE OF NAME CHANGE: 20170516 FORMER COMPANY: FORMER CONFORMED NAME: Wave Life Sciences Ltd. DATE OF NAME CHANGE: 20151106 FORMER COMPANY: FORMER CONFORMED NAME: Wave Life Sciences LTD. DATE OF NAME CHANGE: 20151106 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GSK PLC CENTRAL INDEX KEY: 0001131399 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 980 GREAT WEST ROAD CITY: BRENTFORD MIDDLESEX STATE: X0 ZIP: TW8 9GS BUSINESS PHONE: 011442080475000 MAIL ADDRESS: STREET 1: 980 GREAT WEST ROAD CITY: BRENTFORD MIDDLESEX STATE: X0 ZIP: TW8 9GS FORMER COMPANY: FORMER CONFORMED NAME: GLAXOSMITHKLINE PLC DATE OF NAME CHANGE: 20010105 SC 13G 1 wve-sc13g_012723.htm SCHEDULE 13G

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

Wave Life Sciences Ltd. 

(Name of Issuer)

 

$0 Par Value Ordinary Share

(Title of Class of Securities)

  

Y95308105

(CUSIP Number)

 

January 23, 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:

☐ Rule 13d-1(b)

 

☒ Rule 13d-1(c)

 

☐ Rule 13d-1(d)

 

*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.

 

 
 

 

CUSIP No. Y95308105
 

1. Names of Reporting Persons.

 

GSK plc

2. Check the Appropriate Box if a Member of a Group

(a) ☐

(b) ☐

 

3. SEC Use Only
4. Citizenship or Place of Organization
England and Wales
Number of Shares
Beneficially
Owned by
Each Reporting
Person With:		 5. Sole Voting Power
10,683,761 (1)
6. Shared Voting Power
0
7. Sole Dispositive Power
10,683,761 (1)
8. Shared Dispositive Power
0

9. Aggregate Amount Beneficially Owned by Each Reporting Person

10,683,761 (1)

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
11. Percent of Class Represented by Amount in Row (9)
10.95% (2)
12. Type of Reporting Person
CO

 

(1) Represents shares of the Issuer’s $0 Par Value Ordinary Shares (the “Ordinary Shares”) held of record by Glaxo Group Limited (“GGL”), a wholly-owned subsidiary of the Reporting Person.

(2) The percentage reported herein is based upon (i) 86,909,643 Ordinary Shares outstanding as of December 12, 2022, as reported in the Issuer’s Form 8-K furnished with the Securities and Exchange Commission (the “SEC”) on December 13, 2022, and (ii) 10,683,761 Ordinary Shares acquired directly by GGL.

 

 
 

 

ITEM 1.

  (a) Name of Issuer:

Wave Life Sciences Ltd. (the “Issuer”)

 

(b) Address of Issuer's Principal Executive Offices:

7 Straits View #12-00

Marina One, East Tower

Singapore 018936

 

ITEM 2.

  (a) Name of Person Filing:

GSK plc

 

  (b) Address of Principal Business Office, or if None, Residence:

980 Great West Road

Brentford

Middlesex

TW8 9GS

England

 

(c) Citizenship:

England and Wales

 

(d) Title of Class of Securities:

$0 Par Value Ordinary Shares (the “Ordinary Shares”)

 

(e) CUSIP Number:

Y95308105

 

ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

Not Applicable

 

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.

 

Glaxo Group Limited* 10,683,761 10.95%

 

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

 

ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

 

Not Applicable

 

 
 

 

ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

 

Not Applicable

 

ITEM 9. NOTICE OF DISSOLUTION OF GROUP.

 

Not Applicable

 

  

ITEM 10. CERTIFICATIONS.

 

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: January 30, 2023

 

  GSK plc
     
  By: /s/ Victoria A. Whyte
    Victoria A. Whyte
    Authorized Signatory