Werewolf Therapeutics, Inc. — Director's Dealing 2021

Apr 29, 2021

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Werewolf Therapeutics, Inc. (HOWL)
CIK: 0001785530
Period of Report: 2021-04-29

Reporting Person: Flynn James E (10% Owner, Possible Member of 10% Group)
Reporting Person: Deerfield Mgmt L.P. (10% Owner, Possible Member of 10% Group)
Reporting Person: DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) (10% Owner, Possible Member of 10% Group)
Reporting Person: DEERFIELD PARTNERS, L.P. (10% Owner, Possible Member of 10% Group)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series B Preferred Stock	$		Common Stock (1752787)		Indirect

Footnotes

F1: Each share of Series B Preferred Stock is convertible into approximately 0.1154 shares of the Issuer's common stock upon the closing of the Issuer's initial public offering (on an adjusted basis, after giving effect to the 1-for-8.6691 reverse split of the Issuer's common stock and preferred stock effected by the Issuer on April 23, 2021). Shares of Series B Preferred Stock will automatically convert into shares of the Issuer's common stock upon the closing of the Issuer's initial public offering of common stock.

F2: This Form 3 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt, L.P. is the general partner and Deerfield Management Company, L.P. is the investment manager of Deerfield Partners, L.P. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P. and Deerfield Management Company, L.P.

F3: In accordance with Instruction 5 (b)(iv) to Form 3, the entire amount of the Issuer's securities held by Deerfield Partners, L.P. is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.