Werewolf Therapeutics, Inc. — Director's Dealing 2021

May 6, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Werewolf Therapeutics, Inc. (HOWL)
CIK: 0001785530
Period of Report: 2021-05-04

Reporting Person: GADICKE ANSBERT (10% Owner)
Reporting Person: MPM ONCOLOGY INNOVATIONS FUND LP (10% Owner)
Reporting Person: UBS Oncology Impact Fund L.P. (10% Owner)
Reporting Person: Oncology Impact Fund (Cayman) Management L.P. (10% Owner)
Reporting Person: MPM Oncology Impact Management LP (10% Owner)
Reporting Person: MPM Oncology Innovations Fund GP LLC (10% Owner)
Reporting Person: MPM Oncology Impact Management GP LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-05-04	Common Stock	C	4477742	—	Acquired	4939150	Indirect
2021-05-04	Common Stock	C	1488033	—	Acquired	6427183	Indirect
2021-05-04	Common Stock	P	245000	$16.00	Acquired	6672183	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-05-04	Series A Preferred Stock	$	C	38817998	Disposed		Common Stock (4477742)	Indirect
2021-05-04	Series B Preferred Stock	$	C	12899925	Disposed		Common Stock (1488033)	Indirect

Footnotes

F1: Each share of Series A Preferred Stock and Series B Preferred Stock converted into common stock on a 8.6691-for-1 basis into the number of shares of common stock shown in Column 7 without payment of further consideration upon closing of the initial public offering of the Issuer's common stock. The shares had no expiration date.

F2: The shares are held as follows: 461,408 by MPM Asset Management LLC ("AM LLC"), 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"), 457,643 by MPM Oncology Innovations Fund, L.P. ("MPM OIF") and 1,721,669 by UBS Oncology Impact Fund L.P. ("UBS Oncology"). 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. Ansbert Gadicke is a member of AM LLC and a Managing Director of BV LLC. MPM Oncology Innovations Fund GP LLC ("MPM OIF GP") is the general partner of MPM OIF.

F3: MPM Oncology Impact Management GP LLC ("Oncology GP LLC") is the General Partner of MPM Oncology Impact Management LP, the General Partner of Oncology Impact Fund (Cayman) Management L.P., the General Partner of UBS Oncology Impact Fund, L.P. Ansbert Gadicke is the managing director of Oncology GP LLC. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its pecuniary interest therein.

F4: The shares are held as follows: 461,408 by AM LLC, 2,781,025 by BV 2014, 185,490 by BV 2014(B), 95,724 by AM BV2014, 609,726 by MPM OIF and 2,293,810 by UBS Oncology. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its pecuniary interest therein.

F5: The shares were purchased as follows: 114,210 by BV 2014, 7,618 by BV 2014(B), 3,931 by AM BV2014, 25,040 by MPM OIF and 94,201 by UBS Oncology.

F6: The shares are held as follows: 461,408 by AM LLC, 2,895,235 by BV 2014, 193,108 by BV 2014(B), 99,655 by AM BV2014, 634,766 by MPM OIF and 2,388,011 by UBS Oncology. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its pecuniary interest therein.

F7: The shares were held as follows: 2,087,358 by BV 2014, 139,224 by BV 2014(B), 71,848 by AM BV2014, 457,643 by MPM OIF and 1,721,669 by UBS Oncology.

F8: No securities held by the Reporting Persons.

F9: The shares were held as follows: 693,667 by BV 2014, 46,266 by BV 2014(B), 23,876 by AM BV2014, 152,083 by MPM OIF and 572,141 by UBS Oncology.