Sec Form 3 Filing - Arkin Bio Ventures 2 L.P. @ Werewolf Therapeutics, Inc. - 2021-04-29

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 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. 2. Issuer Name and Ticker or Trading Symbol Werewolf Therapeutics, Inc. [ HOWL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 6 HACHOSHLIM STREET, 3. Date of Earliest Transaction (MM/DD/YY) 04/29/2021 (Street) HERZLIYA PITUACH, L34672406 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series A Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 1,235,917 I See footnote ( 2 ) Series B Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock 410,717 I See footnote ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Arkin Bio Ventures 2 L.P. 6 HACHOSHLIM STREET HERZLIYA PITUACH, L34672406 X Arkin Bio Ventures GPGP Ltd. 6 HACHOSHLIM STREET BUILDING C HERZLIYA PITUACH, L34672406 X Arkin Moshe 6 HACHOSHLIM ST. HERZELIA, L34672406 X Signatures 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 Signature of Reporting Person Date 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 Signature of Reporting Person Date Moshe Arkin, By: /s/ Yair Ben Yosef, attorney-in-fact 04/29/2021 Signature of Reporting Person Date

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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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