| Item 1. | |
| (a) | Name of issuer:
Werewolf Therapeutics, Inc. |
| (b) | Address of issuer's principal executive
offices:
200 Talcott Avenue 2nd Floor Watertown, MA, 02472 |
| Item 2. | |
| (a) | Name of person filing:
This Schedule 13G is being jointly filed by PFM Health Sciences, LP ("PFM"), PFM Health Sciences GP, LLC ("PFM-GP"), Partner Asset Management, LLC ("PAM"), and Brian D. Grossman ("Grossman" and, collectively with PFM, PFM-GP, and PAM, the "Reporting Persons") with respect to shares of common stock of the above-named issuer owned by PFM Healthcare Master Fund, L.P., a Cayman Islands limited partnership ("HCM") and PFM Biotech Opportunities LP, a Delaware limited partnership ("BO" and, collectively with HCM, the "Funds").
PFM is the investment advisor for the Funds. PAM is the general partner of the Funds. PFM-GP is the general partner of PFM and the manager of PAM. Grossman is the sole member of PFM-GP.
The filing of this statement shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by the statement other than the securities actually owned by such person (if any). |
| (b) | Address or principal business office or, if
none, residence:
The address of the principal business office of each of the Reporting Persons is c/o PFM Health Sciences, LP, 475 Sansome Street, Suite 1720, San Francisco, California 94111 |
| (c) | Citizenship:
PFM is organized as a limited partnership under the laws of the State of Delaware. Each of PFM-GP and PAM is organized as a limited liability company under the laws of the State of Delaware. Grossman is a U.S. citizen. |
| (d) | Title of class of securities:
Common stock, par value $0.0001 per share (the "Shares") |
| (e) | CUSIP No.:
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: |
| (a) |  Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please
specify the type of institution: |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). |
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
1. Each of PFM Health Sciences, LP, PFM Health Sciences GP, LLC and Partner Asset Management, LLC may be deemed to beneficially own 2,905,465 Shares.
2. Mr. Grossman may be deemed to beneficially own 2,905,465 Shares. |
| (b) | Percent of class:
1. The number of Shares that each of PFM Health Sciences, LP, PFM Health Sciences GP, LLC and Partner Asset Management, LLC may be deemed to beneficially own constitutes 6.5% of the Shares outstanding.
2. The number of Shares that Mr. Grossman may be deemed to beneficially own constitutes 6.5% of the Shares outstanding. % |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
1. Each of PFM Health Sciences, LP, PFM Health Sciences GP, LLC and Partner Asset Management, LLC: 0
2. Mr. Grossman: 0
|
| | (ii) Shared power to vote or to direct the
vote:
1. Each of PFM Health Sciences, LP, PFM Health Sciences GP, LLC and Partner Asset Management, LLC: 2,905,465
2. Mr. Grossman: 2,905,465
|
| | (iii) Sole power to dispose or to direct the
disposition of:
1. Each of PFM Health Sciences, LP, PFM Health Sciences GP, LLC and Partner Asset Management, LLC: 0
2. Mr. Grossman: 0
|
| | (iv) Shared power to dispose or to direct the
disposition of:
1. Each of PFM Health Sciences, LP, PFM Health Sciences GP, LLC and Partner Asset Management, LLC: 2,905,465
2. Mr. Grossman: 2,905,465
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of
Another Person. |
| |
Not Applicable
|
| 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 Group. |
| |
Not Applicable
|
Rule
13d-1(c)