Amendment: SEC Form SCHEDULE 13G/A filed by Werewolf Therapeutics Inc.
$HOWL
Biotechnology: Pharmaceutical Preparations
Health Care
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment No. 3)
|
Werewolf Therapeutics, Inc. (Name of Issuer) |
Common stock, par value $0.0001 per share (the "Shares") (Title of Class of Securities) |
95075A107 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
|
 Rule 13d-1(c)
|
| Rule 13d-1(d)
|
SCHEDULE 13G
|
| CUSIP No. | 95075A107 |
| 1 | Names of Reporting Persons
PFM Health Sciences, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,905,465.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA, PN |
Comment for Type of Reporting Person: The percentages reported in this Schedule 13G are based upon 44,563,153 Shares outstanding as of November 1, 2024 (according to the issuer's Form 10-Q as filed with the Securities and Exchange Commission on November 7, 2024).
SCHEDULE 13G
|
| CUSIP No. | 95075A107 |
| 1 | Names of Reporting Persons
PFM Health Sciences GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,905,465.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, OO |
SCHEDULE 13G
|
| CUSIP No. | 95075A107 |
| 1 | Names of Reporting Persons
Partner Asset Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,905,465.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, OO |
SCHEDULE 13G
|
| CUSIP No. | 95075A107 |
| 1 | Names of Reporting Persons
Brian D. Grossman | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,905,465.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Werewolf Therapeutics, Inc. | |
| (b) | Address of issuer's principal executive offices:
200 Talcott Avenue 2nd Floor Watertown, MA, 02472 | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G is being jointly filed by PFM Health Sciences, LP ("PFM"), PFM Health Sciences GP, LLC ("PFM-GP"), Partner Asset Management, LLC ("PAM"), and Brian D. Grossman ("Grossman" and, collectively with PFM, PFM-GP, and PAM, the "Reporting Persons") with respect to shares of common stock of the above-named issuer owned by PFM Healthcare Master Fund, L.P., a Cayman Islands limited partnership ("HCM") and PFM Biotech Opportunities LP, a Delaware limited partnership ("BO" and, collectively with HCM, the "Funds").
PFM is the investment advisor for the Funds. PAM is the general partner of the Funds. PFM-GP is the general partner of PFM and the manager of PAM. Grossman is the sole member of PFM-GP.
The filing of this statement shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by the statement other than the securities actually owned by such person (if any). | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is c/o PFM Health Sciences, LP, 475 Sansome Street, Suite 1720, San Francisco, California 94111 | |
| (c) | Citizenship:
PFM is organized as a limited partnership under the laws of the State of Delaware. Each of PFM-GP and PAM is organized as a limited liability company under the laws of the State of Delaware. Grossman is a U.S. citizen. | |
| (d) | Title of class of securities:
Common stock, par value $0.0001 per share (the "Shares") | |
| (e) | CUSIP No.:
95075A107 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
| |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
| |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
| |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
1. Each of PFM Health Sciences, LP, PFM Health Sciences GP, LLC and Partner Asset Management, LLC may be deemed to beneficially own 2,905,465 Shares.
2. Mr. Grossman may be deemed to beneficially own 2,905,465 Shares. | |
| (b) | Percent of class:
1. The number of Shares that each of PFM Health Sciences, LP, PFM Health Sciences GP, LLC and Partner Asset Management, LLC may be deemed to beneficially own constitutes 6.5% of the Shares outstanding.
2. The number of Shares that Mr. Grossman may be deemed to beneficially own constitutes 6.5% of the Shares outstanding. | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
1. Each of PFM Health Sciences, LP, PFM Health Sciences GP, LLC and Partner Asset Management, LLC: 0
2. Mr. Grossman: 0 | ||
| (ii) Shared power to vote or to direct the vote:
1. Each of PFM Health Sciences, LP, PFM Health Sciences GP, LLC and Partner Asset Management, LLC: 2,905,465
2. Mr. Grossman: 2,905,465 | ||
| (iii) Sole power to dispose or to direct the disposition of:
1. Each of PFM Health Sciences, LP, PFM Health Sciences GP, LLC and Partner Asset Management, LLC: 0
2. Mr. Grossman: 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
1. Each of PFM Health Sciences, LP, PFM Health Sciences GP, LLC and Partner Asset Management, LLC: 2,905,465
2. Mr. Grossman: 2,905,465 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|
|
|
|
|
Comments accompanying signature: * Darren Mooney is signing on behalf of Brian Grossman as attorney-in-fact pursuant to a power of attorney dated February 1, 2024, and incorporated by reference herein. The power of attorney was filed as an attachment to a filing by certain of the Reporting Persons on Schedule 13G/A for Praxis Precision Medicines, Inc. on February 14, 2024.