Sec Form 3 Filing - Sphera Global Healthcare Management LP @ 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Sphera Global Healthcare Management LP 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) 21 HA'ARBA'AH STREET 3. Date of Earliest Transaction (MM/DD/YY) 04/29/2021 (Street) TEL AVIV, L364739 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 B Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 312,997 ( 2 ) I See footnote ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sphera Global Healthcare Management LP 21 HA'ARBA'AH STREET TEL AVIV, L364739 X Sphera Global Healthcare GP Ltd. 21 HA'ARBA'AH STREET TEL AVIV, L364739 X SPHERA FUNDS MANAGEMENT LTD. 21 HA'ARBA'AH STREET TEL AVIV, L364739 X Signatures Sphera Global Healthcare Management LP, By: Its General Partner, Sphera Global Healthcare GP Ltd., By: Its controlling shareholder, Sphera Funds Management Ltd., By: /s/ Ori Goldfarb, attorney-in-fact 04/29/2021 Signature of Reporting Person Date Sphera Global Healthcare GP Ltd., By: Its controlling shareholder, Sphera Funds Management Ltd., By: /s/ Ori Goldfarb, attorney-in-fact 04/29/2021 Signature of Reporting Person Date Sphera Funds Management Ltd., By: /s/ Ori Goldfarb, attorney-in-fact 04/29/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )Includes (a) 187,798 shares held by Sphera Global Healthcare Master Fund (the "Healthcare Fund") and (b) 125,199 shares held by Sphera Biotech Master Fund, LP (together with the Healthcare Fund, the "Funds"). ( 3 )Sphera Global Healthcare Management LP is the investment manager for the Funds (the "Management Company"). The Management Company is managed, controlled and operated by its general partner Sphera Global Healthcare GP Ltd. (the "General Partner"), of which Sphera Funds Management Ltd. ("SFML") is the controlling shareholder. Each of the Management Company, the General Partner and SFML may be deemed the indirect beneficial owner of the reported securities for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended.

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. In addition, the Reporting Persons and other entities named in this Form 3 may be deemed to constitute a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended. Neither the filing of this Form 3 nor any of its contents shall be deemed to constitute an admission that a group exists for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and each of the Reporting Persons and other entities named in this Form 3 disclaims the existence of any such group.Exhibit List:Exhibit 24.1 - Power of Attorney by Sphera Global Healthcare Management LPExhibit 24.2 - Power of Attorney by Sphera Global Healthcare GP Ltd.Exhibit 24.3 - Power of Attorney by Sphera Funds Management Ltd

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.