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: 2020-12-23

Reporting Person: EVNIN LUKE (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-05-04	Common Stock	C	2756073	—	Acquired	3217481	Indirect
2021-05-04	Common Stock	C	915892	—	Acquired	4133373	Indirect
2021-05-04	Common Stock	P	150799	$16.00	Acquired	4284172	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-12-23	Series B Preferred Stock	$	P	7939970	Acquired		Common Stock (915892)	Indirect
2021-05-04	Series A Preferred Stock	$	C	23892677	Disposed		Common Stock (2756073)	Indirect
2021-05-04	Series B Preferred Stock	$	C	7939970	Disposed		Common Stock (915892)	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") and 457,643 by MPM Oncology Innovations Fund, L.P. ("MPM OIF"). 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. Luke Evnin 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. Luke Evnin is a manager of MPM OIF GP. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

F3: 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 and 609,726 by MPM OIF. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

F4: The shares were purchased as follows: 114,210 by BV 2014, 7,618 by BV 2014(B), 3,931 by AM BV2014 and 25,040 by MPM OIF.

F5: 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 and 634,766 by MPM OIF. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

F6: Each share of 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 7 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.

F7: The shares are held as follows: 6,013,469 by BV 2014, 401,089 by BV 2014(B), 206,988 by AM BV2014 and 1,318,424 by MPM OIF. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

F8: The shares were held as follows: 2,087,358 by BV 2014, 139,224 by BV 2014(B), 71,848 by AM BV2014 and 457,643 by MPM OIF.

F9: No securities held by the Reporting Persons.

F10: The shares were held as follows: 693,667 by BV 2014, 46,266 by BV 2014(B), 23,876 by AM BV2014 and 152,083 by MPM OIF.