Ra Capital Management, L.P. - Jun 1, 2022 Form 4 Insider Report for Werewolf Therapeutics, Inc. (HOWL)

Role
Director, 10%+ Owner
Signature
/s/ Peter Kolchinsky, Manager of RA Capital Management, L.P.
Stock symbol
HOWL
Transactions as of
Jun 1, 2022
Transactions value $
$0
Form type
4
Date filed
6/3/2022, 05:30 PM
Previous filing
May 26, 2022
Next filing
Jun 7, 2022

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 +11.6K $0.00 11.6K Jun 1, 2022 Common Stock 11.6K $3.43 See footnotes F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (the "Fund") and RA Capital Nexus Fund II, L.P. (the "Nexus Fund II"). The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. The Adviser, the Adviser GP, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein.
F2 The shares subject to the option will vest on the earlier of the first anniversary of the grant date and the next annual meeting of stockholders following the grant date, subject to Mr. Derek DiRocco, a Partner of the Adviser who serves on the Issuer's board of directors, continued service as a director.
F3 Under Mr. DiRocco's arrangement with the Adviser, Mr. DiRocco holds the option for the benefit of the Fund and the Nexus Fund II. Mr. DiRocco is obligated to turn over to the Adviser any net cash or stock received upon exercise of the option, which will offset advisory fees owed by the Fund and the Nexus Fund II to the Adviser. The Reporting Persons therefore disclaim beneficial ownership of the option and underlying common stock.

Remarks:

Mr. Derek DiRocco, a Partner of the Adviser, serves on the Issuer's board of directors.