Large owner Mpm Bioventures 2014, L.P. sold $179,551 worth of shares (195,666 units at $0.92) (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). | |||||||||||||||||
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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) 11/21/2025 | ||||||||||||||||||||||||||
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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 | 11/21/2025 | S(1) | 64,331(2) | D | $0.83(3) | 5,257,105 | I | See Footnotes(4)(5) | ||
| Common Stock | 11/24/2025 | S(1) | 88,802(6) | D | $0.98(7) | 5,168,303 | I | See Footnotes(4)(8) | ||
| Common Stock | 11/25/2025 | S(1) | 42,533(9) | D | $0.92(10) | 5,125,770 | I | See Footnotes(4)(11) | ||
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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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Transaction effected pursuant to a plan established pursuant to Rule 10b5-1 dated September 24, 2025. |
| 2. The shares were sold as follows: 4,417 by MPM Asset Management LLC ("AM LLC"), 27,904 by MPM BioVentures 2014, L.P. ("BV 2014"), 1,861 by MPM BioVentures 2014(B), L.P. ("BV 2014(B)"), 960 by MPM Asset Management Investors BV2014 LLC ("AM BV2014"), 6,145 by MPM Oncology Innovations Fund, L.P. ("MPM OIF") and 23,044 by UBS Oncology Impact Fund L.P. ("UBS Oncology"). |
| 3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.80 to $0.8861 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 4. 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. MPM BioImpact LLC ("BioImpact") is the General Partner of Oncology Impact Fund (Cayman) Management L.P., the General Partner of UBS Oncology. Ansbert Gadicke is a member of AM LLC, a managing director of BV LLC, a manager of MPM OIF GP and the managing partner of BioImpact. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its pecuniary interest therein. |
| 5. The shares are held as follows: 361,062 by AM LLC, 2,280,166 by BV 2014, 152,083 by BV 2014(B), 78,482 by AM BV2014, 500,047 by MPM OIF and 1,885,265 by UBS Oncology. |
| 6. The shares were sold as follows: 6,097 by AM LLC, 38,518 by BV 2014, 2,569 by BV 2014(B), 1,325 by AM BV2014, 8,483 by MPM OIF and 31,810 by UBS Oncology. |
| 7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.8733 to $1.03 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 8. The shares are held as follows: 354,965 by AM LLC, 2,241,648 by BV 2014, 149,514 by BV 2014(B), 77,157 by AM BV2014, 491,564 by MPM OIF and 1,853,455 by UBS Oncology. |
| 9. The shares were sold as follows: 2,920 by AM LLC, 18,449 by BV 2014, 1,230 by BV 2014(B), 635 by AM BV2014, 4,063 by MPM OIF and 15,236 by UBS Oncology. |
| 10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.90 to $0.99 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 11. The shares are held as follows: 352,045 by AM LLC, 2,223,199 by BV 2014, 148,284 by BV 2014(B), 76,522 by AM BV2014, 487,501 by MPM OIF and 1,838,219 by UBS Oncology. |
| Remarks: |
| This filing is 1 of 2 identical filings due to limitations on number of Reporting Persons. See Form 4 filed by Ansbert Gadicke. |
| /s/ Ansbert Gadicke, Managing Director of MPM BioVentures 2014 LLC, the manager of MPM Asset Management Investors BV2014 LLC | 11/25/2025 | |
| /s/ Ansbert Gadicke, Managing Director of MPM BioVentures 2014 LLC, the Managing Member of MPM BioVentures 2014 GP LLC, the GP of MPM BioVentures 2014 (B), L.P. | 11/25/2025 | |
| /s/ Ansbert Gadicke, Managing Director of MPM BioVentures 2014 LLC, the Managing Member of MPM BioVentures 2014 GP LLC, the GP of MPM BioVentures 2014, L.P. | 11/25/2025 | |
| /s/ Ansbert Gadicke, Managing Director of MPM BioVentures 2014 LLC, the Managing Member of MPM BioVentures 2014 GP LLC | 11/25/2025 | |
| /s/ Ansbert Gadicke, Managing Director of MPM BioVentures 2014 LLC | 11/25/2025 | |
| ** 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. | ||