Sec Form 13D Filing - RA CAPITAL MANAGEMENT L.P. filing for WEREWOLF THERAPEUTICS INC (HOWL) - 2022-08-12

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

             Werewolf Therapeutics, Inc.             

(Name of Issuer)

             Common Stock, par value $0.0001 per share             

(Title of Class of Securities)

             95075A107             

(CUSIP Number)

RA Capital Management, L.P.

200 Berkeley Street, 18^th Floor

Boston, MA 02116

Telephone: 617.778.2500

             Attn: Peter Kolchinsky             

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

             August 11, 2022             

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

¹ The reporting person is the beneficial owner of 4,291,881 shares of the Issuer’s Common Stock as well as conversion shares underlying each of 10,633 vested stock options (right to buy) and 1,933 stock options (right to buy) which will vest within 60 days held by Mr. Derek DiRocco for the benefit of RA Capital. The percentage calculation assumes that there are currently 29,529,425 outstanding shares of Common Stock of the Issuer based on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on August 11, 2022 and giving effect to stock options referenced above.

² The reporting person is the beneficial owner of 4,291,881 shares of the Issuer’s Common Stock as well as conversion shares underlying each of 10,633 vested stock options (right to buy) and 1,933 stock options (right to buy) which will vest within 60 days held by Mr. Derek DiRocco for the benefit of RA Capital.  The percentage calculation assumes that there are currently 29,529,425 outstanding shares of Common Stock of the Issuer based on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on August 11, 2022 and giving effect to stock options referenced above.

³ The reporting person is the beneficial owner of 4,291,881 shares of the Issuer’s Common Stock as well as conversion shares underlying each of 10,633 vested stock options (right to buy) and 1,933 stock options (right to buy) which will vest within 60 days held by Mr. Derek DiRocco for the benefit of RA Capital.  The percentage calculation assumes that there are currently 29,529,425 outstanding shares of Common Stock of the Issuer based on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on August 11, 2022 and giving effect to stock options referenced above.

⁴ The reporting person is the beneficial owner of 3,848,056 shares of the Issuer’s Common Stock as well as conversion shares underlying each of 10,633 vested stock options (right to buy) and 1,933 stock options (right to buy) which will vest within 60 days held by Mr. Derek DiRocco for the benefit of RA Capital.  The percentage calculation assumes that there are currently 29,529,425 outstanding shares of Common Stock of the Issuer based on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on August 11, 2022 and giving effect to stock options referenced above.

SCHEDULE 13D

Item 1. Security and Issuer

This Amendment No. 2 amends and supplements the statement on Schedule 13D/A originally filed with the Securities and Exchange Commission on June 16, 2021 (the “Statement”) by the Reporting Persons with respect to the Common Stock, $0.0001 par value (the “Common Stock”), of Werewolf Therapeutics, Inc. (the “Issuer”).  Unless otherwise defined herein, capitalized terms used in this Amendment No. 2 shall have the meanings ascribed to them in the Statement. Unless amended or supplemented below, the information in the Statement remains unchanged.

Item 4. Purpose of Transaction

Item 4 of the Statement is hereby amended and supplemented as follows:

The Reporting Persons hold the securities of the Issuer for general investment purposes. The Reporting Persons reserve the right, based on all relevant factors and subject to applicable law or other restrictions, at any time and from time to time, to acquire additional Common Stock or other securities of the Issuer, dispose of some or all of the Common Stock or other securities of the Issuer that it may own from time to time, in each case in open market or private transactions, block sales or otherwise or pursuant to ordinary stock exchange transactions effected through one or more broker-dealers whether individually or utilizing specific pricing or other instructions (including by means of 10b5-1 programs), and review or reconsider their position, change their purpose, take other actions or formulate and implement plans or proposals with respect to any of the foregoing.

The Reporting Persons intend to review their investment in the Issuer from time to time on the basis of various factors, including the Issuer’s business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer’s stock in particular, as well as other developments.

Item 5. Interest in Securities of the Issuer

Item 5 of the Statement is hereby amended and restated as follows:

(a) and (b) See Items 7-11 of the cover pages and Item 2 above.

(c) The Reporting Persons’ have not effected any transactions in Common Stock during the sixty day period prior to the filing of this Schedule 13D.⁵

(d) Not applicable.

(e) Not applicable.

⁵ The Common Stock and percentage ownership reported in this amendment reflect an increase in the number of outstanding shares of the Issuer.

Item 7. Material to Be Filed as Exhibits

Exhibit 1             Joint Filing Agreement

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.

Date: August 12, 2022

RA CAPITAL MANAGEMENT, L.P.

PETER KOLCHINSKY

/s/ Peter Kolchinsky

RAJEEV SHAH

/s/ Rajeev Shah

RA CAPITAL HEALTHCARE FUND, L.P.

EXHIBIT 1

JOINT FILING AGREEMENT

This Joint Filing Agreement, dated as of August 12, 2022, is by and among RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (the foregoing are collectively referred to herein as the “Filers”).

Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13G and/or 13D with respect to Common Stock, par value $0.0001 per share of Werewolf Therapeutics, Inc. beneficially owned by them from time to time.

Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13G and/or 13D (and any amendments thereto) on behalf of each of such parties, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule.

This Joint Filing Agreement may be terminated by any of the Filers upon one week’s prior written notice or such lesser period of notice as the Filers may mutually agree.

Executed and delivered as of the date first above written.

RA CAPITAL MANAGEMENT, L.P.

PETER KOLCHINSKY

/s/ Peter Kolchinsky

RAJEEV SHAH

/s/ Rajeev Shah

RA CAPITAL HEALTHCARE FUND, L.P.