Arkin Bio Ventures GPGP Form 3 Werewolf Therapeutics / Moshe Arkin ownership change

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

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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. 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)

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)

	Form filed by One Reporting Person
X	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)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(1)	(1)	Common Stock	1,235,917	(1)	I	See footnote(2)
Series B Preferred Stock	(3)	(3)	Common Stock	410,717	(3)	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. The Series A 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.

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. The 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.

Remarks:

This Form 3 shall not be construed as an admission by any of the Reporting Persons or any other entity named in this Form 3 that it is the beneficial owner of any of the securities covered by this Form 3, and each such Reporting Person or entity disclaims beneficial ownership of any such securities, except to the extent of its pecuniary interest therein. Exhibit List: Exhibit 24.1 - Power of Attorney by Arkin Bio Ventures 2 L.P. Exhibit 24.2 - Power of Attorney by Arkin Bio Ventures GPGP Ltd. Exhibit 24.3 - Power of Attorney by Moshe Arkin

	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	04/29/2021
	Arkin Bio Ventures GPGP Ltd., By: Its sole shareholder and Chairman of the Board, Moshe Arkin, By: /s/ Yair Ben Yosef, attorney-in-fact	04/29/2021
	Moshe Arkin, By: /s/ Yair Ben Yosef, attorney-in-fact	04/29/2021
	** Signature of Reporting Person	Date
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