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^*

EVNIN LUKE

(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)

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)
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	2,756,073	⁽²⁾	I	See Footnote⁽³⁾
Series B Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	915,892	⁽²⁾	I	See Footnote⁽⁴⁾
Warrant (Right to Buy)	⁽⁵⁾	12/05/2024	Common Stock	4,015	$0.09	I	See Footnote⁽⁶⁾
Warrant (Right to Buy)	⁽⁵⁾	04/09/2025	Common Stock	4,015	$0.09	I	See Footnote⁽⁶⁾
Warrant (Right to Buy)	⁽⁵⁾	08/13/2025	Common Stock	24,098	$0.09	I	See Footnote⁽⁷⁾

Explanation of Responses:

1. The shares are held by MPM Asset Management LLC ("AM LLC"). Luke Evnin is a member of AM LLC. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his 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") 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 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.

4. The shares are 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. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

5. Immediately exercisable.

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

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

Remarks:

	/s/ Luke Evnin	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.