0001425738-18-000016.txt : 20180214 0001425738-18-000016.hdr.sgml : 20180214 20180214181026 ACCESSION NUMBER: 0001425738-18-000016 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180214 DATE AS OF CHANGE: 20180214 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: 18614841 BUSINESS ADDRESS: STREET 1: 8 CROSS STREET STREET 2: #10-00 CITY: SINGAPORE STATE: U0 ZIP: 048424 BUSINESS PHONE: 617-206-4830 MAIL ADDRESS: STREET 1: 8 CROSS STREET STREET 2: #10-00 CITY: SINGAPORE STATE: U0 ZIP: 048424 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: Redmile Group, LLC CENTRAL INDEX KEY: 0001425738 IRS NUMBER: 208592298 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, SUITE D3-300 CITY: SAN FRANCISCO STATE: CA ZIP: 94129 BUSINESS PHONE: 415-489-9980 MAIL ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, SUITE D3-300 CITY: SAN FRANCISCO STATE: CA ZIP: 94129 SC 13G 1 wve_13g.htm wve_13g.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
Under the Securities Exchange Act of 1934

(Amendment No. _)*

 

 

Wave Life Sciences Ltd.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

Y95308105

(CUSIP Number)

December 31, 2017

(Date of Event Which Requires Filing of this Statement)

ý 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).


 

(1)

Names of Reporting Persons.

Redmile Group, LLC

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)     ¨

(b)     ¨

(3)

SEC Use Only

(4)

Citizenship or Place of Organization

DELAWARE

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON WITH

(5)

Sole Voting Power

0

(6)

Shared Voting Power

2,209,107

(7)

Sole Dispositive Power

0

(8)

Shared Dispositive Power

2,209,107

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person

2,209,107

(10)

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

¨

(11)

Percent of Class Represented by Amount in Row (9)

7.95%

(12)

Type of Reporting Person (See Instructions)

IA,OO








 

2


 

(1)

Names of Reporting Persons.

JEREMY C. GREEN

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)     ¨

(b)     ¨

(3)

SEC Use Only

(4)

Citizenship or Place of Organization

UNITED KINGDOM

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON WITH

(5)

Sole Voting Power

0

(6)

Shared Voting Power

2,209,107

(7)

Sole Dispositive Power

0

(8)

Shared Dispositive Power

2,209,107

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person

2,209,107

(10)

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

¨

(11)

Percent of Class Represented by Amount in Row (9)

7.95%

(12)

Type of Reporting Person (See Instructions)

IN,HC









 

3


 

Item 1(a).  Name of Issuer:

Wave Life Sciences Ltd.

Item 1(b).  Address of Issuer’s Principal Executive Offices:

8 Cross Street, #10-00

Singapore U0 048424

Item 2(a).  Names of Persons Filing:

Redmile Group, LLC (“Redmile”)

Jeremy C. Green (“Jeremy Green”)


Item 2(b).  Address of Principal Business Office or, if None, Residence:

The principal business address of each reporting person is One Letterman Drive, Bldg D, Ste D3-300, San Francisco, CA 94129.

Item 2(c).  Citizenship:

Reference is made to Item 4 of pages 2–3 of this Schedule 13G (this “Schedule”), which Items are incorporated by reference herein.

Item 2(d).  Title of Class of Securities:

Common Stock, $.001 par value per share

Item 2(e).  CUSIP Number:

Y95308105

Item 3.      If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

¨     (a)    Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

¨     (b)    Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

¨     (c)    Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

¨     (d)    Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

ý     (e)    An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

¨     (f)    An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

¨     (g)    A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

4


 

¨     (h)    A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

¨     (i)    A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the     Investment Company Act of 1940 (15 U.S.C. 80a-3);

¨     (j)    Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.      Ownership.

Reference is hereby made to Items 5-9 and 11 of this Schedule above, which Items are incorporated by reference herein.

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.

N/A

Item 7.      Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

If a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.

See Exhibit B attached hereto.

Item 8.      Identification and Classification of Members of the Group

Not Applicable.

Item 9.      Notice of Dissolution of Group

Not Applicable.

Item 10.      Certification

By signing below the undersigned certify that, to the best of their knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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 that purpose or effect.

Signature

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  Feburary 14, 2018

REDMILE GROUP, LLC

 

 

By:    /s/ Jeremy C. Green

Name: Jeremy C. Green

Title: Managing Member

 

JEREMY C. GREEN

 

 

By:    /s/ Jeremy C. Green

Jeremy C. Green

 



Exhibit A

The undersigned agree that this Schedule 13G, dated Feburary 14, 2018, relating to the common stock, par value $0.001, of Wave Life Sciences Ltd., shall be filed on behalf of the undersigned.

Dated:  Feburary 14, 2018

REDMILE GROUP, LLC

 

 

By:    /s/ Jeremy C. Green

Name: Jeremy C. Green

Title: Managing Member

 


JEREMY C. GREEN

 

 

By:    /s/ Jeremy C. Green

Jeremy C. Green



Exhibit B

Redmile Group, LLC is the relevant entity for which Jeremy C. Green may be considered a control person.