Werewolf Therapeutics (HOWL) Form 4 Change in insider ownership

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^*

Sphera Global Healthcare Management LP

(Last) (First) (Middle)

C/O SPHERA FUNDS MANAGEMENT LTD.

21 HA'ARBA'AH STREET

(Street)

TEL AVIV L3 64739

(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		312,997(1)	A	(2)	312,997(1)	I	See footnote(3)
Common Stock	05/04/2021		P		475,000(4)	A	$16	787,997(5)	I	See footnote(3)

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 B Preferred Stock	(2)	05/04/2021		C			2,713,410	(2)	(2)	Common Stock	312,997(1)	$0	0	I	See footnote(3)

1. Name and Address of Reporting Person^*

Sphera Global Healthcare Management LP

(Last) (First) (Middle)

C/O SPHERA FUNDS MANAGEMENT LTD.

21 HA'ARBA'AH STREET

(Street)

TEL AVIV L3 64739

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Sphera Global Healthcare GP Ltd.

(Last) (First) (Middle)

C/O SPHERA FUNDS MANAGEMENT LTD.

21 HA'ARBA'AH STREET

(Street)

TEL AVIV L3 64739

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SPHERA FUNDS MANAGEMENT LTD.

(Last) (First) (Middle)

C/O SPHERA FUNDS MANAGEMENT LTD.

21 HA'ARBA'AH STREET

(Street)

TEL AVIV L3 64739

(City) (State) (Zip)

Explanation of Responses:

1. Includes (a) 187,798 shares held by Sphera Global Healthcare Master Fund (the "Healthcare Fund") and (b) 125,199 shares held by Sphera Biotech Master Fund, LP (the "Biotech Fund" and, together with the Healthcare Fund, the "Funds").

2. 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.

3. Sphera Global Healthcare Management LP is the investment manager for the Funds (the "Management Company"). The Management Company is managed, controlled and operated by its general partner Sphera Global Healthcare GP Ltd. (the "General Partner"), of which Sphera Funds Management Ltd. ("SFML") is the controlling shareholder. Each of the Management Company, the General Partner and SFML may be deemed the indirect beneficial owner of the reported securities for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended.

4. Includes (a) 300,000 shares held by the Healthcare Fund and (b) 175,000 shares held by the Biotech Fund.

5. Includes (a) 487,798 shares held by the Healthcare Fund and (b) 300,199 shares held by Biotech Fund.

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. In addition, the Reporting Persons and other entities named in this Form 4 may be deemed to constitute a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended. Neither the filing of this Form 4 nor any of its contents shall be deemed to constitute an admission that a group exists for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and each of the Reporting Persons and other entities named in this Form 4 disclaims the existence of any such group.

	Sphera Global Healthcare Management LP, By: Its General Partner, Sphera Global Healthcare GP Ltd., By: Its controlling shareholder, Sphera Funds Management Ltd., By: /s/ Ori Goldfarb, attorney-in-fact	05/04/2021
	Sphera Global Healthcare GP Ltd., By: Its controlling shareholder, Sphera Funds Management Ltd., By: /s/ Ori Goldfarb, attorney-in-fact	05/04/2021
	Sphera Funds Management Ltd., By: /s/ Ori Goldfarb, attorney-in-fact	05/04/2021
	** Signature of Reporting Person	Date
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