Werewolf Therapeutics (HOWL) Form 4 Werewolf Therapeutics / Moshe Arkin ownership change

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

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X

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^*

Arkin Bio Ventures 2 L.P.

(Last) (First) (Middle)

6 HACHOSHLIM STREET

(Street)

HERZLIYA PITUACH L3 4672406

(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)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/04/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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		1,235,917	A	(1)	1,235,917	I	See footnote(2)
Common Stock	05/04/2021		C		410,717	A	(3)	1,646,634	I	See footnote(2)
Common Stock	05/04/2021		P		400,000	A	$16	2,046,634	I	See footnote(2)

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 A Preferred Stock	(1)	05/04/2021		C			10,714,284	(1)	(1)	Common Stock	1,235,917	$0.00	0	I	See footnote(2)
Series B Preferred Stock	(3)	05/04/2021		C			3,560,551	(3)	(3)	Common Stock	410,717	$0.00	0	I	See footnote(2)

1. Name and Address of Reporting Person^*

Arkin Bio Ventures 2 L.P.

(Last) (First) (Middle)

6 HACHOSHLIM STREET

(Street)

HERZLIYA PITUACH L3 4672406

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Arkin Bio Ventures GPGP Ltd.

(Last) (First) (Middle)

6 HACHOSHLIM STREET

BUILDING C

(Street)

HERZLIYA PITUACH L3 4672406

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Arkin Moshe

(Last) (First) (Middle)

6 HACHOSHLIM ST.

(Street)

HERZELIA L3 4672406

(City) (State) (Zip)

Explanation of Responses:

1. On May 4, 2021, the Series A Preferred Stock automatically converted into Common Stock on a 8.6691-for-one basis 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 securities are held by Arkin Bio Ventures 2 L.P. (the "Fund"). The general partner of the Fund is Arkin Bio Ventures GP, the general partner of which is Arkin Bio Ventures GPGP Ltd. Moshe Arkin is the sole shareholder and chairman of the board of Arkin Bio Ventures GPGP Ltd. As a result, each of Arkin Bio Ventures GP, Arkin Bio Ventures GPGP Ltd. and Mr. Arkin may be deemed to share voting and investment power with respect to the shares held by the Fund.

3. On May 4, 2021, the Series B Preferred Stock automatically converted into Common Stock on a 8.6691-for-one basis without payment of further consideration upon closing of the initial public offering of the Issuer's common stock. The shares had no expiration date.

Remarks:

This Form 4 shall not be construed as an admission by any of the Reporting Persons or any other entity named in this Form 4 that it is the beneficial owner of any of the securities covered by this Form 4, and each such Reporting Person or entity disclaims beneficial ownership of any such securities, except to the extent of its pecuniary interest therein.

	Arkin Bio Ventures 2 L.P., By: Its ultimate General Partner, Arkin Bio Ventures GPGP Ltd., By: Its sole shareholder and Chairman of the Board, Moshe Arkin, By: /s/ Yair Ben Yosef, attorney-in-fact	05/04/2021
	Arkin Bio Ventures GPGP Ltd., By: Its sole shareholder and Chairman of the Board, Moshe Arkin, By: /s/ Yair Ben Yosef, attorney-in-fact	05/04/2021
	Moshe Arkin, By: /s/ Yair Ben Yosef, attorney-in-fact	05/04/2021
	** Signature of Reporting Person	Date
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