Derek DiRocco - May 24, 2024 Form 4 Insider Report for Werewolf Therapeutics, Inc. (HOWL)

Role: Director
Signature: /s/ Jonathan Owen, Attorney-in-fact
Stock symbol: HOWL
Transactions as of: May 24, 2024
Transactions value $: $0
Form type: 4
Date filed: 5/24/2024, 07:52 PM
Previous filing: May 23, 2024
Next filing: Jun 24, 2024

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	HOWL	Stock Option (right to buy)	Award	$0	+17.5K		$0.00	17.5K	May 24, 2024	Common Stock	17.5K	$4.88	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The option was granted on May 24, 2024. The shares underlying the option vest in full on the earlier of the first anniversary of the grant date and the next annual meeting of stockholders following the grant date, subject to the reporting person's continued service as a director.
F2	Under the Reporting Person's arrangement with RA Capital Management, L.P. (the "Adviser"), the Reporting Person holds the stock option for the benefit of the RA Capital Healthcare Fund, L.P. (the "Fund") and RA Capital Nexus Fund II, L.P. (the "Nexus Fund II"). The Reporting Person is obligated to turn over to the Adviser any net cash or stock received upon exercise of the stock option, which will offset advisory fees owed by the Fund and the Nexus Fund II to the Adviser. The Reporting Person therefore disclaims beneficial ownership of the stock option and underlying Common Stock.

Content

The option was granted on May 24, 2024. The shares underlying the option vest in full on the earlier of the first anniversary of the grant date and the next annual meeting of stockholders following the grant date, subject to the reporting person's continued service as a director.

Under the Reporting Person's arrangement with RA Capital Management, L.P. (the "Adviser"), the Reporting Person holds the stock option for the benefit of the RA Capital Healthcare Fund, L.P. (the "Fund") and RA Capital Nexus Fund II, L.P. (the "Nexus Fund II"). The Reporting Person is obligated to turn over to the Adviser any net cash or stock received upon exercise of the stock option, which will offset advisory fees owed by the Fund and the Nexus Fund II to the Adviser. The Reporting Person therefore disclaims beneficial ownership of the stock option and underlying Common Stock.