| Item 1. | |
| (a) | Name of issuer:
Werewolf Therapeutics, Inc. |
| (b) | Address of issuer's principal executive offices:
200 Talcott Avenue, Floor 2, Watertown, MA 02472 |
| Item 2. | |
| (a) | Name of person filing:
This Amendment No. 1 (this "Amendment") amends and supplements the Schedule 13G originally filed by Longwood Fund III, L.P. ("Longwood III") and Longwood Fund III GP, LLC ("Longwood III GP" and together with Longwood III, the "Reporting Persons") with the SEC on May 14, 2021 (the "Original 13G"). This Amendment is being filed by the Reporting Persons. |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of each Reporting Person is 800 Boylston Street, Suite 1715, Boston, MA 02199. |
| (c) | Citizenship:
Longwood III GP is a limited liability company organized under the laws of the State of Delaware. Longwood III is a limited partnership organized under the laws of the State of Delaware. |
| (d) | Title of class of securities:
Common Stock |
| (e) | CUSIP No.:
95075A107 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
See Row 9 of the cover page for each Reporting Person and corresponding footnotes. |
| (b) | Percent of class:
See Row 11 of the cover page for each Reporting Person and corresponding footnotes. |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
See Row 5 of the cover page for each Reporting Person and corresponding footnotes.
|
| | (ii) Shared power to vote or to direct the vote:
See Row 6 of the cover page for each Reporting Person and corresponding footnotes.
|
| | (iii) Sole power to dispose or to direct the disposition of:
See Row 7 of the cover page for each Reporting Person and corresponding footnotes.
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| | (iv) Shared power to dispose or to direct the disposition of:
See Row 8 of the cover page for each Reporting Person and corresponding footnotes.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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