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

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SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

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WAVE Life Sciences Ltd.
(Name of Issuer)

Ordinary Shares
(Title of Class of Securities)

Y95308105
(CUSIP Number)

Austin Kim
Teva Pharmaceuticals USA, Inc.

1090 Horsham Road

North Wales, PA 19454

(215) 293-6525

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

(with copies to)

Willkie Farr & Gallagher LLP

Attention: Jeffrey S. Hochman, Esq.

787 Seventh Avenue

New York, New York 10019

(212) 728-8000

November 16, 2015
(Date of Event Which Requires Filing of Statement on Schedule 13D)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), checking the following box.  ☐

 

* 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 disclosures provided in a prior cover page.

The information required on 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).

 

 

 

* Calculations are based on 20,933,297 ordinary shares of the Issuer outstanding as of November 16, 2015, based on the Issuer’s prospectus filed with the U.S. Securities and Exchange Commission on November 12, 2015.

 

 

* Calculations are based on 20,933,297 ordinary shares of the Issuer outstanding as of November 16, 2015, based on the Issuer’s prospectus filed with the U.S. Securities and Exchange Commission on November 12, 2015.

Item 1.

Security and Issuer

This statement on Schedule 13D (this “Schedule 13D”) Ordinary Shares (the “Ordinary Shares”) of WAVE Life Sciences Ltd. (the “Issuer”), a Singapore public limited company.  The Issuer’s principal executive offices are located at 8 Cross Street #10-00, PWC Building, Singapore 048424.

(a)	This Schedule 13D is filed on behalf of Teva Pharmaceuticals USA, Inc. and Teva Pharmaceutical Industries Limited (together, the “Reporting Persons”).

(b)	The principal business address of  Teva Pharmaceutical Industries Limited is 5 Basel Street, Petach Tikva 4951033, Israel, and the principal business address of Teva Pharmaceuticals USA, Inc. is 1090 Horsham Road, North Wales, PA 19454.

(c)	The principal business of the Reporting Persons is developing, producing and marketing generic medicines and a focused portfolio of specialty pharmaceutical products.

(d)	During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors, if any).

(e)

During the last five years, none of the Reporting Persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibited or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)	See Item 6 of the cover pages.

Item 3.

Source and Amount of Funds or Other Consideration

The Reporting Persons acquired the Ordinary Shares reported herein at a price of $16.00 per share upon consummation of the Issuer’s initial public offering on November 16, 2015.  The purchase of Ordinary Shares was funded using cash on hand.

Item 4.

Purpose of the Transaction

The Reporting Persons acquired the ordinary shares for investment purposes only and not with any current intent, purpose or effect of changing control of the Issuer.  Subject to applicable legal requirements, the Reporting Persons may purchase additional securities of the Issuer from time to time in open market or private transactions, depending on their evaluation of the Issuer’s business, prospects and financial condition, the market for the Issuer’s securities, other developments concerning the Issuer, the reaction of the Issuer to the Reporting Persons’

 

 

ownership of the Issuer’s securities, other opportunities available to the Reporting Persons and general economic, money market and stock market conditions. 

Except as described in this Item 4, none of the Reporting Persons have any plans or proposals that relate to or would result in any of the matters referred to in paragraphs (a) through (j) of the instructions to Item 4 of Schedule 13D.

Item 5.

Interest in Securities of the Issuer.

(a)-(b)  The information in this Item 5(a) and in Row 13 of each cover page to this Schedule with respect to the Reporting Persons is based on an aggregate of 20,933,297 shares of the Issuer’s Ordinary Shares issued and outstanding as of November 16, 2015, based on the Issuer’s prospectus filed with the U.S. Securities and Exchange Commission on November 12, 2015.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

None.

Item 7.

Materials to be Filed as Exhibits

99.1 Joint Filing Agreement, dated as of December 10, 2015, by and between Teva Pharmaceuticals USA, Inc. and Teva Pharmaceutical Industries Limited.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this Schedule 13D is true, complete, and correct.