Sec Form 4 Filing - Longwood Fund III GP, LLC @ Werewolf Therapeutics, Inc. - 2021-05-04

FORM 4 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 Longwood Fund III GP, LLC 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) 800 BOYLSTON STREET SUITE 1555 3. Date of Earliest Transaction (MM/DD/YY) 05/04/2021 (Street) BOSTON, MA02199 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 Common Stock 05/04/2021 C 1,071,127 A 1,071,127 I See footnote ( 2 ) Common Stock 05/04/2021 C 355,955 A 1,427,082 I See footnote ( 2 ) Common Stock 05/04/2021 P 250,000 A $ 16 1,677,082 I See footnote ( 2 )

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 ) 05/04/2021 C 9,285,714 ( 1 ) ( 1 ) Common Stock 1,071,127 $ 0 0 I See footnote ( 2 ) Series B Preferred Stock ( 3 ) 05/04/2021 C 3,085,811 ( 3 ) ( 3 ) Common Stock 355,955 $ 0 0 I See footnote ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Longwood Fund III GP, LLC 800 BOYLSTON STREET SUITE 1555 BOSTON, MA02199 X Longwood Fund III, L.P. 800 BOYLSTON STREET SUITE 1555 BOSTON, MA02199 X Signatures By: /s/ John Lawrence, Chief Financial Officer of Longwood Fund III GP, LLC 05/04/2021 Signature of Reporting Person Date By: /s/ John Lawrence, Chief Financial Officer of Longwood Fund III GP, LLC, the general partner of Longwood Fund III, L.P. 05/04/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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. ( 3 )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.

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).

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