SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Sphera Global Healthcare Management LP (Last) (First) (Middle) 21 HA'ARBA'AH STREET (Street) TEL AVIV L3 64739 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/29/2021	3. Issuer Name and Ticker or Trading Symbol Werewolf Therapeutics, Inc. [ HOWL ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Preferred Stock	(1)	(1)	Common Stock	312,997(2)	(1)	I	See footnote(3)

1. Name and Address of Reporting Person* Sphera Global Healthcare Management LP (Last) (First) (Middle) 21 HA'ARBA'AH STREET (Street) TEL AVIV L3 64739 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Sphera Global Healthcare GP Ltd. (Last) (First) (Middle) 21 HA'ARBA'AH STREET (Street) TEL AVIV L3 64739 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SPHERA FUNDS MANAGEMENT LTD. (Last) (First) (Middle) 21 HA'ARBA'AH STREET (Street) TEL AVIV L3 64739 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

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 LP Exhibit 24.2 - Power of Attorney by Sphera Global Healthcare GP Ltd. Exhibit 24.3 - Power of Attorney by Sphera Funds Management Ltd

	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
	Sphera Global Healthcare GP Ltd., By: Its controlling shareholder, Sphera Funds Management Ltd., By: /s/ Ori Goldfarb, attorney-in-fact	04/29/2021
	Sphera Funds Management Ltd., By: /s/ Ori Goldfarb, attorney-in-fact	04/29/2021
	** Signature of Reporting Person	Date
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