SEC Filing | Werewolf Therapeutics, Inc.

View:

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^*

GADICKE ANSBERT

(Last)

(First)

(Middle)

C/O MPM CAPITAL

450 KENDALL STREET

(Street)

CAMBRIDGE

02142

(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)

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)

	Form filed by One Reporting Person
X	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)
Common Stock	461,408	I	See Footnote⁽¹⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	4,477,742	⁽²⁾	I	See Footnote⁽³⁾⁽⁴⁾
Series B Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	1,488,033	⁽²⁾	I	See Footnote⁽⁵⁾
Warrant (Right to Buy)	⁽⁶⁾	12/05/2024	Common Stock	8,031	0.09	I	See Footnote⁽⁷⁾
Warrant (Right to Buy)	⁽⁶⁾	04/09/2025	Common Stock	8,031	0.09	I	See Footnote⁽⁷⁾
Warrant (Right to Buy)	⁽⁶⁾	08/13/2025	Common Stock	42,842	0.09	I	See Footnote⁽⁸⁾

1. Name and Address of Reporting Person^*

GADICKE ANSBERT

(Last)

(First)

(Middle)

C/O MPM CAPITAL

450 KENDALL STREET

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

MPM ONCOLOGY INNOVATIONS FUND LP

(Last)

(First)

(Middle)

C/O MPM CAPITAL

450 KENDALL STREET

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

UBS Oncology Impact Fund L.P.

(Last)

(First)

(Middle)

C/O MPM CAPITAL

450 KENDALL STREET

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Oncology Impact Fund (Cayman) Management L.P.

(Last)

(First)

(Middle)

C/O MPM CAPITAL

450 KENDALL STREET

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

MPM Oncology Impact Management LP

(Last)

(First)

(Middle)

C/O MPM CAPITAL

450 KENDALL STREET

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

MPM Oncology Innovations Fund GP LLC

(Last)

(First)

(Middle)

C/O MPM CAPITAL

450 KENDALL STREET

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

MPM Oncology Impact Management GP LLC

(Last)

(First)

(Middle)

C/O MPM CAPITAL

450 KENDALL STREET

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

Explanation of Responses:

1. The shares are held by MPM Asset Management LLC ("AM LLC"). Ansbert Gadicke is a member of AM LLC. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its pecuniary interest therein.

2. Each share of Series A Preferred Stock and 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.

3. The shares are held as follows: 2,087,358 by MPM BioVentures 2014, L.P. ("BV 2014"), 139,224 by MPM BioVentures 2014(B), L.P. ("BV 2014(B)"), 71,848 by MPM Asset Management Investors BV2014 LLC ("AM BV2014"), 457,643 by MPM Oncology Innovations Fund, L.P. ("MPM OIF") and 1,721,669 by UBS Oncology Impact Fund L.P. ("UBS Oncology"). MPM BioVentures 2014 GP LLC and MPM BioVentures 2014 LLC ("BV LLC") are the direct and indirect general partners of BV 2014 and BV 2014(B). BV LLC is the manager of AM BV2014. Ansbert Gadicke is a member of BV LLC. MPM Oncology Innovations Fund GP LLC ("MPM OIF GP") is the general partner of MPM OIF. Ansbert Gadicke is a manager of MPM OIF GP. MPM Oncology Impact Management GP LLC ("Oncology GP LLC") is the General Partner of MPM Oncology Impact Management LP, the General Partner of Oncology Impact Fund (Cayman) Management L.P., the General Partner of UBS Oncology Impact Fund, L.P. Ansbert Gadicke is the managing director of Oncology GP LLC.

4. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its pecuniary interest therein.

5. The shares are held as follows: 693,667 by BV 2014, 46,266 by BV 2014(B), 23,876 by AM BV2014, 152,083 by MPM OIF and 572,141 by UBS Oncology. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its pecuniary interest therein.

6. Immediately exercisable.

7. The warrants are held as follows: 3,647 by BV 2014, 243 by BV 2014(B), 125 by AM BV2014 and 4,016 by UBS Oncology. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its pecuniary interest therein.

8. The warrants are held as follows: 17,023 by BV 2014, 1,135 by BV 2014(B), 585 by AM BV2014, 5,355 by MPM OIF and 18,744 by UBS Oncology. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its pecuniary interest therein.

Remarks:

	/s/ Ansbert Gadicke	04/29/2021
	/s/ Ansbert Gadicke, manager of MPM Oncology Innovations Fund GP LLC, the general partner of MPM Oncology Innovations Fund L.P.	04/29/2021
	/s/ Ansbert Gadicke, managing member of MPM Oncology Impact Management GP LLC, the general partner of MPM Oncology Impact Management LP, the general partner of Oncology Impact Fund (Cayman) Management L.P., the GP of UBS Oncology Impact Fund L.P.	04/29/2021
	/s/ Ansbert Gadicke, managing member of MPM Oncology Impact Management GP LLC, the general partner of MPM Oncology Impact Management LP, the general partner of Oncology Impact Fund (Cayman) Management L.P.	04/29/2021
	/s/ Ansbert Gadicke, managing member of MPM Oncology Impact Management GP LLC, the general partner of MPM Oncology Impact Management LP	04/29/2021
	/s/ Ansbert Gadicke, manager of MPM Oncology Innovations Fund GP LLC	04/29/2021
	/s/ Ansbert Gadicke, managing member of MPM Oncology Impact Management GP LLC	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.