UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

 

Under the Securities Exchange Act of 1934

(Amendment No. )*

WEREWOLF THERAPEUTICS, INC.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

95075A107

(CUSIP Number)

May 4, 2021

(Date of Event which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

☐	Rule 13d-1(b)

 

☒	Rule 13d-1(c)

 

☐	Rule 13d-1(d)

 

*	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 in 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. 95075A107		13G

 

 

1.		NAMES OF REPORTING PERSONS     Longwood Fund III GP, LLC
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)   (a)  ☐        (b)  ☒
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION     Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				5.		SOLE VOTING POWER     0
				6.		SHARED VOTING POWER     1,677,082 (1)
				7.		SOLE DISPOSITIVE POWER     0
				8.		SHARED DISPOSITIVE POWER     1,677,082 (1)

9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     1,677,082 (1)
10.		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)     ☐
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)     6.1% (2)
12.		TYPE OF REPORTING PERSON (see instructions)     OO

 

(1)	All such shares are held of record by Longwood III (as defined in Item 2(a) below). Longwood III GP (as defined in Item 2(a) below) is the general partner of Longwood III and may be deemed to share voting and dispositive power with respect to these securities.

(2)	Based on 27,540,362 shares of the Issuer’s Common Stock outstanding as of May 4, 2021, as reported by the Issuer to the Reporting Persons (as defined in Item 2(a) below).

---

CUSIP No. 95075A107		13G

 

 

1.		NAMES OF REPORTING PERSONS     Longwood Fund III, L.P.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)   (a)  ☐        (b)  ☒
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION     Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				5.		SOLE VOTING POWER     0
				6.		SHARED VOTING POWER     1,677,082 (1)
				7.		SOLE DISPOSITIVE POWER     0
				8.		SHARED DISPOSITIVE POWER     1,677,082 (1)

9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     1,677,082 (1)
10.		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)     ☐
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)     6.1% (2)
12.		TYPE OF REPORTING PERSON (see instructions)     PN

 

(1)	All such shares are held of record by Longwood III. Longwood III GP is the general partner of Longwood III and may be deemed to share voting and dispositive power with respect to these securities.

(2)	Based on 27,540,362 shares of the Issuer’s Common Stock outstanding as of May 4, 2021, as reported by the Issuer to the Reporting Persons.

---

CUSIP No. 95075A107		13G

 

 

Item 1(a).

Name of Issuer:

Werewolf Therapeutics, Inc. (the “Issuer”)

 

Item 1(b).

Address of Issuer’s Principal Executive Offices:

1030 Massachusetts Avenue, Suite 210

Cambridge, MA 02138

 

Item 2(a).

Name of Person Filing:

This joint statement on Schedule 13G is being filed by Longwood Fund III, L.P. (“Longwood III”) and Longwood Fund III GP, LLC (“Longwood III GP” and together with Longwood III, the “Reporting Persons”).

 

Item 2(b)

Address of Principal Business Office, or if None, Residence:

The address of the principal business office of each Reporting Person is 800 Boylston Street, Suite 1555, Boston, MA 02199.

 

Item 2(c).

Citizenship:

Longwood III GP is a limited liability company organized under the laws of the State of Delaware. Longwood III is a limited partnership organized under the laws of the State of Delaware.

 

Item 2(d).

Title of Class of Securities:

Common Stock, $0.0001 par value per share (“Common Stock”).

 

Item 2(e).

CUSIP Number:

95075A107

 

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

 

Item 4.

Ownership.

 

(a)

Amount beneficially owned:

See Row 9 of the cover page for each Reporting Person. Longwood III is the record owner of the 1,677,082 shares of Common Stock (the “Longwood Shares”). As the general partner of Longwood III, Longwood III GP may be deemed to beneficially own the Longwood Shares.

 

(b)

Percent of class:

See Row 11 of the cover page for each Reporting Person and the corresponding footnotes.*

 

(c)

Number of shares as to which the person has:

 

(i)

Sole power to vote or to direct the vote

---

CUSIP No. 95075A107		13G

 

See Row 5 of the cover page for each Reporting Person and the corresponding footnotes.*

 

(ii)

Shared power to vote or to direct the vote

See Row 6 of the cover page for each Reporting Person and the corresponding footnotes.*

 

(iii)

Sole power to dispose or to direct the disposition of

See Row 7 of the cover page for each Reporting Person and the corresponding footnotes.*

 

(iv)

Shared power to dispose or to direct the disposition of

See Row 8 of the cover page for each Reporting Person and the corresponding footnotes.*

 

*	Except to the extent of its pecuniary interest therein, each Reporting Person disclaims beneficial ownership of such shares of Common Stock, except for the shares, if any, such Reporting Person holds of record.

 

Item 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

 

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person.

Under certain circumstances set forth in the limited partnership agreement of Longwood III and the limited liability company agreement of Longwood III GP, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of securities of the Issuer owned by each such entity of which they are a partner or member, as the case may be.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

 

Item 9.

Notice of Dissolution of the Group.

Not applicable.

 

Item 10.

Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

Material to be Filed as Exhibits.

Exhibit 1 – Joint Filing Agreement.

---

CUSIP No. 95075A107		13G

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: May 14, 2021

 

Exhibit 1

JOINT FILING AGREEMENT

The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned, and any amendments thereto executed by the undersigned shall be filed on behalf of each of the undersigned without the necessity of filing any additional joint filing agreement. The undersigned acknowledge that each is responsible for the timely filing of such statement on Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness or accuracy of the information concerning the others of the undersigned, except to the extent that it knows or has reason to believe that such information is inaccurate or incomplete. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

Dated: May 14, 2021