Werewolf Therapeutics, Inc. — Director's Dealing 2021

May 4, 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: Longwood Fund III GP, LLC (10% Owner)
Reporting Person: Longwood Fund III, L.P. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-05-04	Common Stock	C	1071127	—	Acquired	1071127	Indirect
2021-05-04	Common Stock	C	355955	—	Acquired	1427082	Indirect
2021-05-04	Common Stock	P	250000	$16.00	Acquired	1677082	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-05-04	Series A Preferred Stock	$	C	9285714	Disposed		Common Stock (1071127)	Indirect
2021-05-04	Series B Preferred Stock	$	C	3085811	Disposed		Common Stock (355955)	Indirect

Footnotes

F1: 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.

F2: These securities are held of record by Longwood Fund III, L.P. ("Longwood III"). Longwood Fund III GP, LLC ("Longwood III GP") is the general partner of Longwood III. Voting, investment and dispositive decisions at Longwood III GP with respect to the securities held by Longwood III are made by an investment committee comprised of Christoph Westphal, Richard Aldrich and John Lawrence (collectively, the "IC Members"). Longwood III GP and each of the IC Members may be deemed to share voting, investment and dispositive power over the securities held by Longwood III and as a result may be deemed to have beneficial ownership over such securities. Longwood III GP and each of the IC Members disclaims beneficial ownership over the securities held by Longwood III, except to the extent of their respective pecuniary interests therein.

F3: 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.