View:
Download DOC
Download PDF
Download XLS
SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Lazarus Alon
(Last) (First) (Middle)
C/O WEREWOLF THERAPEUTICS, INC.
1030 MASSACHUSETTS AVENUE, SUITE 210
(Street)
CAMBRIDGE MA 02138
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/29/2021 		3. Issuer Name and Ticker or Trading Symbol
Werewolf Therapeutics, Inc. [ HOWL ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock (1) (1) Common Stock 1,235,917 (1) I See footnote(2)
Series B Preferred Stock (3) (3) Common Stock 410,717 (3) I See footnote(2)
Explanation of Responses:
1. The Series A Preferred Stock is convertible into common stock on a 8.6691-for-1 basis into the number of shares of common stock shown in Column 3 without payment of further consideration at the holder's election or upon closing of the initial public offering of the Issuer's common stock. The shares have no expiration date.
2. The securities are held directly by Arkin Bio Ventures 2 L.P. (the "Fund"). The general partner of the Fund is Arkin Bio Ventures GP, the general partner of which is Arkin Bio Ventures GPGP Ltd. Moshe Arkin is the sole shareholder and chairman of the board of Arkin Bio Ventures GPGP Ltd. The Reporting Person is the Biotech Investment Manager of Arkin Bio Ventures 2 L.P. and, as a result, each of Arkin Bio Ventures GP, Arkin Bio Ventures GPGP Ltd., Mr. Arkin and the Reporting Person may be deemed to share voting and investment power with respect to the shares held by the Fund.
3. The Series B Preferred Stock is convertible into common stock on a 8.6691-for-1 basis into the number of shares of common stock shown in Column 3 without payment of further consideration at the holder's election or upon closing of the initial public offering of the Issuer's common stock. The shares have no expiration date.
Remarks:
This Form 3 shall not be construed as an admission by the Reporting Person or any other entity named in this Form 3 that it is the beneficial owner of any of the securities covered by this Form 3, and the Reporting Person and each such other entity disclaims beneficial ownership of any such securities, except to the extent of its pecuniary interest therein. Exhibit Index: 24.1 Power of Attorney
/s/ Reid Leonard, Attorney-in-fact 04/29/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
         LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS

            Know all by these presents, that the undersigned hereby makes,
constitutes and appoints each of Daniel J. Hicklin, Timothy Trost and Reid
Leonard, signing singly and each acting individually, as the undersigned's true
and lawful attorney-in-fact with full power and authority as hereinafter
described to:

      (1)   execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer, director and/or stockholder of Werewolf Therapeutics,
Inc. (the "Company"), Forms 3, 4, and 5 (including any amendments thereto) in
accordance with Section 16(a) of the Securities Exchange Act of 1934, as
amended, and the rules thereunder (the "Exchange Act");

      (2)   do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to prepare, complete and execute any such
Form 3, 4, or 5, prepare, complete and execute any amendment or amendments
thereto, and timely deliver and file such form with the United States Securities
and Exchange Commission (the "SEC") and any stock exchange or similar authority,
including, without limitation, the filing of a Form ID, Update Passphrase, or
any other application materials to enable the undersigned to gain or maintain
access to the Electronic Data Gathering, Analysis and Retrieval system of the
SEC;

      (3)   seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information regarding transactions in the Company's
securities from any third party, including brokers, employee benefit plan
administrators and trustees, and the undersigned hereby authorizes any such
person to release any such information to such attorney-in-fact and approves and
ratifies any such release of information; and

      (4)   take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in
such attorney-in-fact's discretion.

            The undersigned hereby grants to each such attorney-in-fact full
power and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted.  The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming nor relieving, nor is the Company assuming nor
relieving, any of the undersigned's responsibilities to comply with Section 16
of the Exchange Act.  The undersigned acknowledges that neither the Company nor
the foregoing attorneys-in-fact assume (i) any liability for the undersigned's
responsibility to comply with the requirement of the Exchange Act, (ii) any
liability of the undersigned for any failure to comply with such requirements,
or (iii) any obligation or liability of the undersigned for profit disgorgement
under Section 16(b) of the Exchange Act.

            This Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to file Forms 3, 4, and 5 with respect to
the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing delivered
to the foregoing attorneys-in-fact.

            IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 14th day of April, 2021.

                                        /s/ Alon Lazarus
                                        -----------------------------------
                                        Signature

                                        Alon Lazarus
                                        -----------------------------------
                                        Print Name