SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* EVNIN LUKE (Last) (First) (Middle) C/O MPM CAPITAL 450 KENDALL STREET (Street) CAMBRIDGE MA 02142 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Werewolf Therapeutics, Inc. [ HOWL ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/23/2020
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/04/2021		C		2,756,073	A	(1)	3,217,481	I	See Footnote(2)
Common Stock	05/04/2021		C		915,892	A	(1)	4,133,373	I	See Footnote(3)
Common Stock	05/04/2021		P		150,799(4)	A	$16	4,284,172	I	See Footnote(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Preferred Stock	(6)	12/23/2020		P		7,939,970		(6)	(6)	Common Stock	915,892	$0.00	7,939,970	I	See Footnote(7)
Series A Preferred Stock	(1)	05/04/2021		C			23,892,677	(1)	(1)	Common Stock	2,756,073(8)	$0.00	0	I	See Footnote(9)
Series B Preferred Stock	(1)	05/04/2021		C			7,939,970	(1)	(1)	Common Stock	915,892(10)	$0.00	0	I	See Footnote(9)

Explanation of Responses:

1. Each share of Series A Preferred Stock and Series B Preferred Stock converted into common stock on a 8.6691-for-1 basis into the number of shares of common stock shown in Column 7 without payment of further consideration upon closing of the initial public offering of the Issuer's common stock. The shares had no expiration date.

2. The shares are held as follows: 461,408 by MPM Asset Management LLC ("AM LLC"), 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") and 457,643 by MPM Oncology Innovations Fund, L.P. ("MPM OIF"). 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. Luke Evnin is a member of AM LLC and a Managing Director of BV LLC. MPM Oncology Innovations Fund GP LLC ("MPM OIF GP") is the general partner of MPM OIF. Luke Evnin is a manager of MPM OIF GP. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

3. The shares are held as follows: 461,408 by AM LLC, 2,781,025 by BV 2014, 185,490 by BV 2014(B), 95,724 by AM BV2014 and 609,726 by MPM OIF. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

4. The shares were purchased as follows: 114,210 by BV 2014, 7,618 by BV 2014(B), 3,931 by AM BV2014 and 25,040 by MPM OIF.

5. The shares are held as follows: 461,408 by AM LLC, 2,895,235 by BV 2014, 193,108 by BV 2014(B), 99,655 by AM BV2014 and 634,766 by MPM OIF. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

6. Each share of 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 7 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.

7. The shares are held as follows: 6,013,469 by BV 2014, 401,089 by BV 2014(B), 206,988 by AM BV2014 and 1,318,424 by MPM OIF. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

8. The shares were held as follows: 2,087,358 by BV 2014, 139,224 by BV 2014(B), 71,848 by AM BV2014 and 457,643 by MPM OIF.

9. No securities held by the Reporting Persons.

10. The shares were held as follows: 693,667 by BV 2014, 46,266 by BV 2014(B), 23,876 by AM BV2014 and 152,083 by MPM OIF.

Remarks:

	/s/ Luke Evnin	05/06/2021
	** 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 4 (b)(v).
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