UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
WAVE Life Sciences Ltd.
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
Y95308105
(CUSIP Number)
Brian Shanahan
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)
Joshua N. Korff, Esq.
Ross M. Leff, Esq.
Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
(212) 446-4800
August 30, 2017
(Date of Event which Requires Filing of this Statement)
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).
CUSIP NO. Y95308105
| 1 | Name of Reporting Persons:
Teva Pharmaceuticals USA, Inc. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☒
| |||||
| 3 | SEC Use Only:
| |||||
| 4 | Source of Funds (See Instructions):
WC | |||||
| 5 | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ☐
| |||||
| 6 | Citizenship or Place of Organization:
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
1,384,700 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
1,384,700 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Person:
1,384,700 | |||||
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ☐
| |||||
| 13 | Percent of Class Represented by Amount in Row (11):
5.0%* | |||||
| 14 | Type of Reporting Person (See Instructions):
CO | |||||
| * | Calculations are based on 27,760,214 ordinary shares of the Issuer outstanding as of August 1, 2017, based on the Issuer’s Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on August 9, 2017. |
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CUSIP NO. Y95308105
| 1 | Name of Reporting Persons:
Teva Pharmaceutical Industries Limited | |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☒
| |||||
| 3 | SEC Use Only:
| |||||
| 4 | Source of Funds (See Instructions):
WC | |||||
| 5 | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ☐
| |||||
| 6 | Citizenship or Place of Organization:
Israel | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
1,384,700 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
1,384,700 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Person:
1,384,700 | |||||
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ☐
| |||||
| 13 | Percent of Class Represented by Amount in Row (11):
5.0%* | |||||
| 14 | Type of Reporting Person (See Instructions):
CO | |||||
| * | Calculations are based on 27,760,214 ordinary shares of the Issuer outstanding as of August 1, 2017, based on the Issuer’s Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on August 9, 2017. |
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This Amendment No. 1 to Schedule 13D (this “Statement”) relates to the ordinary shares, no par value per share (the “Ordinary Shares”), of WAVE Life Sciences Ltd., a Singapore public limited company (the “Issuer”). This Statement is being filed on behalf of the Reporting Persons and amends and supplements the Schedule 13D filed by the Reporting Persons dated December 10, 2015. Unless otherwise defined, all capitalized terms used herein shall have the respective meanings given to such terms in the initial Schedule 13D.
| Item 2. | Identity and Background |
Item 2 is hereby supplemented with the addition of the following:
(a)-(c) Schedules I and II hereto set forth a list of all the directors and executive officers (the “Scheduled Persons”), and their respective principal occupations, addresses and citizenship, of Teva Pharmaceuticals USA, Inc. and Teva Pharmaceutical Industries Limited, respectively.
(d) During the last five years, none of the Scheduled Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the Scheduled Persons has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) The citizenship of each Scheduled Person is set forth in Schedules I and II hereto.
| Item 5. | Interest in Securities of the Issuer |
Item 5(a)-(c) and (e) are hereby amended and restated in their entirety as follows:
(a)-(b) The aggregate number and percentage of Ordinary Shares of the Issuer held by the Reporting Persons to which this Schedule 13D relates is 1,384,700 Ordinary Shares, constituting approximately 4.99% of the Issuer’s currently outstanding Ordinary Shares. The percentage of Ordinary Shares of the Issuer is based on an aggregate number of Ordinary Shares of the Issuer of 27,760,214 outstanding as of August 1, 2017, based on the information provided in the Issuer’s Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on August 9, 2017. The Reporting Persons have shared voting power and shared dispositive power over the aforementioned Ordinary Shares.
Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that he or it is the member of a “group” for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, or for any other purpose.
(c) On August 30, 2017, Teva Pharmaceuticals USA, Inc. sold an aggregate of 433,000 Ordinary Shares in a negotiated transaction for aggregate consideration of $9,526,000, excluding brokerage commissions.
(e) The Reporting Persons ceased to be the beneficial owner of more than five percent of the Ordinary Shares on August 30, 2017.
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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.
| Date: September 5, 2017 | TEVA PHARMACEUTICALS USA, INC. | |||||||
| By: | /s/ Brian Shanahan | |||||||
| Name: | Brian Shanahan | |||||||
| Title: | Secretary | |||||||
| TEVA PHARMACEUTICAL INDUSTRIES LIMITED | ||||||||
| By: | /s/ Michael McClellan | |||||||
| Name: | Michael McClellan | |||||||
| Title: | Senior Vice President, Interim Chief Financial Officer | |||||||
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SCHEDULE I
TEVA PHARMACEUTICALS USA, INC.
| Name and Position
of |
Principal Business Address |
Principal Occupation |
Citizenship | |||
| Larry Downey Director, Executive Vice President, North America Specialty Medicines |
11100 Nall Avenue, Overland Park, Kansas, 66211 | Executive Vice President, North America Specialty Medicines | United States | |||
| Deborah Griffin Director, Senior Vice President, Finance and Chief Accounting Officer |
1090 Horsham Road North Wales, PA 19454 |
Senior Vice President, Finance and Chief Accounting Officer | United States | |||
| Andrew Boyer, President and Chief Executive Officer | 1090 Horsham Road North Wales, PA 19454 |
President and Chief Executive Officer | United States | |||
| Karin Shanahan, Senior Vice President, Head of Regional Manufacturing Operations | 1090 Horsham Road North Wales, PA 19454 |
Senior Vice President, Head of Regional Manufacturing Operations | United States | |||
| Brian Shanahan, Secretary | 1090 Horsham Road North Wales, PA 19454 |
Secretary | United States | |||
| Howard Cyr, Assistant Secretary | 1090 Horsham Road North Wales, PA 19454 |
Assistant Secretary | United States | |||
| Patricia Sestak, Assistant Treasurer | 1090 Horsham Road North Wales, PA 19454 |
Assistant Treasurer | United States | |||
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SCHEDULE II
TEVA PHARMACEUTICAL INDUSTRIES LIMITED
| Name and Position
of |
Principal Business Address |
Principal Occupation |
Citizenship | |||
| Dr. Sol J. Barer Chairman |
5 Basel Street, P.O. Box 3190 Petach Tikva 4951033 Israel |
Managing Partner at SJ Barer Consulting | United States | |||
| Dr. Yitzhak Peterburg Interim President and Chief Executive Officer, Director |
5 Basel Street, P.O. Box 3190 Petach Tikva 4951033 Israel |
Interim President and Chief Executive Officer | Israel | |||
| Rosemary A. Crane Director |
5 Basel Street, P.O. Box 3190 Petach Tikva 4951033 Israel |
Pharmaceutical and Biotechnology Executive | United States | |||
| Amir Elstein Director |
5 Basel Street, P.O. Box 3190 Petach Tikva 4951033 Israel |
Former Executive Officer | Israel | |||
| Murray A. Goldberg Director |
5 Basel Street, P.O. Box 3190 Petach Tikva 4951033 Israel |
Former Pharmaceutical Executive | United States | |||
| Jean-Michel Halfon Director |
5 Basel Street, P.O. Box 3190 Petach Tikva 4951033 Israel |
Consultant | France, Canada and Israel | |||
| Gerald M. Lieberman Director |
5 Basel Street, P.O. Box 3190 Petach Tikva 4951033 Israel |
Special Advisor, Reverence Capital Partners | United States | |||
| Galia Maor Director |
5 Basel Street, P.O. Box 3190 Petach Tikva 4951033 Israel |
Former Banking Executive | Israel | |||
| Roberto A. Mignone Director |
5 Basel Street, P.O. Box 3190 Petach Tikva 4951033 Israel |
Founder and Managing Partner, Bridger Management LLC | United States | |||
| Dr. Perry D. Nisen Director |
5 Basel Street, P.O. Box 3190 Petach Tikva 4951033 Israel |
Chief Executive Officer, Sanford Burnham Prebys Medical Discovery Institute | United Stated | |||
| Joseph Nitzani Director |
5 Basel Street, P.O. Box 3190 Petach Tikva 4951033 Israel |
Former Chairman, Hadassah Medical Center | Israel | |||
| Nechemia (Chemi) J. Peres Director |
5 Basel Street, P.O. Box 3190 Petach Tikva 4951033 Israel |
Managing General Partner, Pitango Venture Capital | Israel | |||
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| Gabrielle Sulzberger Director |
5 Basel Street, P.O. Box 3190 Petach Tikva 4951033 Israel |
General Partner and Investment Manager, Rustic Canyon/Fontis Partners, L.P. | United States | |||
| Iris Beck-Codner Group Executive Vice President, Corporate Marketing and Communications |
5 Basel Street, P.O. Box 3190 Petach Tikva 4951033 Israel |
Group Executive Vice President, Corporate Marketing and Communications | Israel | |||
| Dipankar Bhattacharjee, President and Chief Executive Officer, Global Generic Medicines Group |
5 Basel Street, P.O. Box 3190 Petach Tikva 4951033 Israel |
President and Chief Executive Officer, Global Generic Medicines Group | United Kingdom | |||
| Michael McClellan, Senior Vice President, Interim Chief Financial Officer | 5 Basel Street, P.O. Box 3190 Petach Tikva 4951033 Israel |
Senior Vice President, Interim Chief Financial Officer | United States | |||
| Hafrun Fridriksdottir, Executive Vice President, Global Generics R&D | 5 Basel Street, P.O. Box 3190 Petach Tikva 4951033 Israel |
Executive Vice President, President of Global Generics R&D | Iceland | |||
| Dr. Michael Hayden, President of Global R&D and Chief Scientific Officer | 5 Basel Street, P.O. Box 3190 Petach Tikva 4951033 Israel |
President of Global R&D and Chief Scientific Officer | Canada and United States | |||
| Dr. Rob Koremans, President Chief Executive Officer, Global Specialty Medicines | 5 Basel Street, P.O. Box 3190 Petach Tikva 4951033 Israel |
President and Chief Executive Officer, Global Specialty Medicines | Netherlands | |||
| Dr. Carlo de Notaristefani, President and Chief Executive Officer— Global Operations | 5 Basel Street, P.O. Box 3190 Petach Tikva 4951033 Israel |
President and Chief Executive Officer—Global Operations | United States and Italy | |||
| Mark Sabag, Group Executive Vice President, Human Resources | 5 Basel Street, P.O. Box 3190 Petach Tikva 4951033 Israel |
Group Executive Vice President, Human Resources | Israel | |||
| David M. Stark, Group Executive Vice President, Chief Legal Officer | 5 Basel Street, P.O. Box 3190 Petach Tikva 4951033 Israel |
Group Executive Vice President, Chief Legal Officer | United States | |||
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