Filing Details
- Accession Number:
- 0000078003-22-000008
- Form Type:
- 13G Filing
- Publication Date:
- 2022-02-10 19:00:00
- Filed By:
- Pfizer Inc
- Company:
- Wave Life Sciences Ltd.
- Filing Date:
- 2022-02-11
- SEC Url:
- 13G Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| (VOLUNTARY) Pfizer Inc. 13-5315170 | 0 | 1,875,000 | 0 | 1,875,000 | 1,875,000 | 3.19% |
| (VOLUNTARY) Pfizer Ventures (US) | 0 | 1,875,000 | 0 | 1,875,000 | 1,875,000 | 3.19% |
Filing
| UNITED STATES | ||
| SECURITIES AND EXCHANGE COMMISSION | ||
| Washington, D.C. 20549 | ||
| SCHEDULE 13G | ||
| (Rule 13d-102) | ||
| INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT | ||
| TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED | ||
| PURSUANT TO RULE 13d-2(b) | ||
(Amendment No. 1) 1 | ||
| Wave Life Sciences Ltd. | ||
| (Name of Issuer) | ||
| $0 par value Ordinary Shares | ||
| (Title of Class of Securities) | ||
| Y95308105 | ||
| (CUSIP Number) | ||
| December 31, 2021 | ||
| (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)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
__________
1The 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 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
| 1. | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (VOLUNTARY) Pfizer Inc. 13-5315170 | |||||||||||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (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 1,875,000 Ordinary Shares, $ 0 par value per share (“Ordinary Shares”) directly held by Pfizer Ventures (US) LLC, a controlled affiliate of Pfizer Inc. | |||||||||||||
| 7. | SOLE DISPOSITIVE POWER -0- | |||||||||||||
| 8. | SHARED DISPOSITIVE POWER 1,875,000 Ordinary Shares held directly by Pfizer Ventures (US) LLC, a controlled affiliate of Pfizer Inc. | |||||||||||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,875,000 * | |||||||||||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | [ ] | ||||||||||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.19%** | |||||||||||||
| 12. | TYPE OF REPORTING PERSON CO | |||||||||||||
* Represents 1,875,000 shares held directly by Pfizer Ventures (US) LLC. Pfizer Inc. may be deemed to have beneficial ownership over such shares since Pfizer Ventures (US) LLC is a controlled affiliate of Pfizer Inc.
** Based on 58,832,518 Ordinary Shares outstanding as of November 1, 2021 as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended on September 30, 2021, filed with the SEC on November 10, 2021.
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| 1. | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (VOLUNTARY) Pfizer Ventures (US) LLC 82-5524518 | |||||||||||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (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 1,875,000 Ordinary Shares | |||||||||||||
| 7. | SOLE DISPOSITIVE POWER -0- | |||||||||||||
| 8. | SHARED DISPOSITIVE POWER 1,875,000 Ordinary Shares | |||||||||||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,875,000 Ordinary Shares held directly by Pfizer Ventures (US) LLC, a controlled affiliate of Pfizer Inc. | |||||||||||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | [ ] | ||||||||||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.19%** | |||||||||||||
| 12. | TYPE OF REPORTING PERSON OO | |||||||||||||
** Based on 58,832,518 Ordinary Shares outstanding as of November 1, 2021 as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended on September 30, 2021, filed with the SEC on November 10, 2021.
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SCHEDULE 13G
| ITEM 1(a) | NAME OF ISSUER: Wave Life Sciences Ltd. (the “Issuer”). | ||||
| ITEM 1(b) | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES: | ||||
| 7 Straits View #12-00, Marina One, East Tower Singapore | |||||
| ITEM 2(a) | NAME OF PERSON FILING: | ||||
Pfizer Inc. (“Pfizer”) Pfizer Ventures (US) LLC (“PVUS”) PVUS is a controlled affiliate of Pfizer. The Joint Filing Agreement between Pfizer and PVUS is filed herewith as Exhibit 99.1. | |||||
| ITEM 2(b) | ADDRESS OF PRINCIPAL BUSINESS OFFICE: | ||||
Pfizer and PVUS: 235 East 42nd Street, New York, NY 10017 | |||||
| ITEM 2(c) | CITIZENSHIP: | ||||
| Pfizer and PVUS: Delaware | |||||
| ITEM 2(d) | TITLE OF CLASS OF SECURITIES: | ||||
| Ordinary Shares, $0 par value | |||||
| ITEM 2(e) | CUSIP NUMBER: Y95308105 | ||||
| ITEM 3 | STATEMENTS FILED PURSUANT TO RULES 13D-1(B) OR 13D-2(B) OR (C): | ||||
| Not applicable. | |||||
(a) Broker or dealer registered under section 15 of the Act (15 U.S.C. 78os).
(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).
(e) An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
(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).
(e) An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
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(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).
(h) A savings association 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) A non-US institution, in accordance with §240.13d-1(b)(1)(ii)(J).
(k) Group, in accordance with §230.405 240.13d-1(b)(1)(ii)(K).
If filing as a non-US institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: Not applicable.
| ITEM 4 | OWNERSHIP: | |||||||||||||
| The information requested in this item is incorporated herein by reference to rows 5 through 11 of the respective cover pages of Pfizer and PVUS to this Schedule 13G. | ||||||||||||||
| ITEM 5 | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: | |||||||||||||
| | X | | ||||||||||||||
| ITEM 6 | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: | |||||||||||||
| Not applicable. | ||||||||||||||
| ITEM 7 | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT COMPANY: | |||||||||||||
| Not applicable. | ||||||||||||||
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| 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 I certify that, to the best of my knowledge and belief, the securities referred 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 that purpose or effect.
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EXHIBIT INDEX
Exhibit Description
| 99.1 | Joint Filing Agreement, dated as of February 11, 2022, by and between Pfizer and PVUS. | ||||
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SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: February 11, 2022
| PFIZER INC. | ||||||||
| By: | /s/ Susan Grant | |||||||
| Name: | Susan Grant | |||||||
| Title: | Assistant Secretary | |||||||
| PFIZER VENTURES (US) LLC | ||||||||
| By: | /s/ Susan Grant | |||||||
| Name: | Susan Grant | |||||||
| Title: | Secretary | |||||||
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