| 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 |
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Werewolf Therapeutics, Inc. [ HOWL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/04/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 4,477,742 | A | (1) | 4,939,150 | I | See Footnote(2)(3) | ||
| Common Stock | 05/04/2021 | C | 1,488,033 | A | (1) | 6,427,183 | I | See Footnote(4) | ||
| Common Stock | 05/04/2021 | P | 245,000(5) | A | $16 | 6,672,183 | I | See Footnote(6) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 A Preferred Stock | (1) | 05/04/2021 | C | 38,817,998 | (1) | (1) | Common Stock | 4,477,742(7) | $0.00 | 0 | I | See Footnote(8) | |||
| Series B Preferred Stock | (1) | 05/04/2021 | C | 12,899,925 | (1) | (1) | Common Stock | 1,488,033(9) | $0.00 | 0 | I | See Footnote(8) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| 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"), 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 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. |
| 3. 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. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its pecuniary interest therein. |
| 4. 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, 609,726 by MPM OIF and 2,293,810 by UBS Oncology. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its pecuniary interest therein. |
| 5. The shares were purchased as follows: 114,210 by BV 2014, 7,618 by BV 2014(B), 3,931 by AM BV2014, 25,040 by MPM OIF and 94,201 by UBS Oncology. |
| 6. 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, 634,766 by MPM OIF and 2,388,011 by UBS Oncology. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its pecuniary interest therein. |
| 7. The shares were held as follows: 2,087,358 by BV 2014, 139,224 by BV 2014(B), 71,848 by AM BV2014, 457,643 by MPM OIF and 1,721,669 by UBS Oncology. |
| 8. No securities held by the Reporting Persons. |
| 9. The shares were 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. |
| Remarks: |
| /s/ Ansbert Gadicke | 05/06/2021 | |
| /s/ Ansbert Gadicke, manager of MPM Oncology Innovations Fund GP LLC, the general partner of MPM Oncology Innovations Fund L.P. | 05/06/2021 | |
| /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. | 05/06/2021 | |
| /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. | 05/06/2021 | |
| /s/ Ansbert Gadicke, managing member of MPM Oncology Impact Management GP LLC, the general partner of MPM Oncology Impact Management LP | 05/06/2021 | |
| /s/ Ansbert Gadicke, manager of MPM Oncology Innovations Fund GP LLC | 05/06/2021 | |
| /s/ Ansbert Gadicke, managing member of MPM Oncology Impact Management GP LLC | 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). | ||
| ** 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. | ||