Director Evnin Luke exercised 28,113 in-the-money shares at a strike of $0.09 and sold $2,546 worth of shares (2,425 units at $1.05) (SEC Form 4)
$HOWL
Biotechnology: Pharmaceutical Preparations
Health Care
| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Werewolf Therapeutics, Inc. [ HOWL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/27/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 03/27/2025 | X(1) | 28,113 | A | $0.09 | 4,312,285 | I | See Footnote(2) | ||
| Common Stock | 03/27/2025 | S(1) | 2,425 | D | $1.05 | 4,309,860 | I | See Footnote(3) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | ||||||||
| Warrant (Right to Buy) | $0.09 | 03/27/2025 | X(1) | 4,015 | (4) | 04/09/2025 | Common Stock | 4,015 | $0 | 0 | I | See Footnote(5) | |||
| Warrant (Right to Buy) | $0.09 | 03/27/2025 | X(1) | 24,098 | (4) | 08/13/2025 | Common Stock | 24,098 | $0 | 0 | I | See Footnote(6) | |||
| Explanation of Responses: |
| 1. On March 27, 2025, the Reporting Person exercised warrants to purchase an aggregate of 28,113 shares of the Company's Common Stock for $0.09 per share. The Reporting Person paid the exercise price on a cashless basis, resulting in the Company's withholding of 2,425 of the warrant shares to pay the exercise price and issuing the remaining 25,688 shares. |
| 2. The shares are held as follows: 461,408 by MPM Asset Management LLC ("AM LLC"), 2,915,905 by MPM BioVentures 2014, L.P. ("BV 2014"), 194,486 by MPM BioVentures 2014(B), L.P. ("BV 2014(B)"), 100,365 by MPM Asset Management Investors BV2014 LLC ("AM BV2014") and 640,121 by MPM Oncology Innovations Fund, L.P. ("MPM OIF"). MPM BioVentures 2014 GP LLC and MPM BioVentures 2014 LLC ("BV LLC") are the direct and indirect general partners of BV 2014 and BV 2014(B). BV LLC is the manager of AM BV2014. MPM Oncology Innovations Fund GP LLC ("MPM OIF GP") is the general partner of MPM OIF. Luke Evnin is a member of AM LLC, a Managing Director of BV LLC and a manager of MPM OIF GP. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein. |
| 3. The shares are held as follows: 461,408 by AM LLC, 2,914,123 by BV 2014, 194,367 by BV 2014(B), 100,303 by AM BV2014 and 639,659 by MPM OIF. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein |
| 4. Immediately exercisable. |
| 5. The warrants were held as follows: 3,647 by BV 2014, 243 by BV 2014(B) and 125 by AM BV 2014. |
| 6. The warrants were held as follows: 17,023 by BV 2014, 1,135 by BV 2014(B), 585 by AM BV 2014 and 5,355 by MPM OIF. |
| /s/ Luke Evnin | 04/30/2025 | |
| ** Signature of Reporting Person | 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). | ||
| ** 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. | ||