0001104659-24-023609.txt : 20240214 0001104659-24-023609.hdr.sgml : 20240214 20240214160637 ACCESSION NUMBER: 0001104659-24-023609 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20240214 DATE AS OF CHANGE: 20240214 GROUP MEMBERS: BRIAN D. GROSSMAN GROUP MEMBERS: PARTNER ASSET MANAGEMENT, LLC GROUP MEMBERS: PFM HEALTH SCIENCES GP, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Werewolf Therapeutics, Inc. CENTRAL INDEX KEY: 0001785530 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 823523180 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-92515 FILM NUMBER: 24637903 BUSINESS ADDRESS: STREET 1: 200 TALCOTT AVENUE STREET 2: 2ND FLOOR CITY: WATERTOWN STATE: MA ZIP: 02472 BUSINESS PHONE: 617-952-0555 MAIL ADDRESS: STREET 1: 200 TALCOTT AVENUE STREET 2: 2ND FLOOR CITY: WATERTOWN STATE: MA ZIP: 02472 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PFM Health Sciences, LP CENTRAL INDEX KEY: 0001442756 ORGANIZATION NAME: IRS NUMBER: 262000428 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 475 SANSOME STREET STREET 2: SUITE 1720 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-281-1022 MAIL ADDRESS: STREET 1: 475 SANSOME STREET STREET 2: SUITE 1720 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 FORMER COMPANY: FORMER CONFORMED NAME: Partner Fund Management, L.P. DATE OF NAME CHANGE: 20080812 SC 13G/A 1 tm245198d5_sc13ga.htm SC 13G/A

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13G
(Rule 13d-102)
 
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 
  Werewolf Therapeutics, Inc.  
(Name of Issuer)
 
  Common stock, $0.0001 par value per share  
(Title of Class of Securities)
 
  95075A107  
  (CUSIP Number)  
     
  December 31, 2023  
  (Date of Event Which Requires Filing of the Statement)  

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)

 

*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).

 

 

 

 

 

CUSIP NO. 95075A107 13G Page 2 of 10 Pages

 

 

1.

 

NAME OF REPORTING PERSON

 

PFM Health Sciences, LP

 

2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)       ¨

 

(b)       x

 

3.

 

SEC USE ONLY

 

 

4.

 

 

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

5.

 

SOLE VOTING POWER

0

 

6.

 

SHARED VOTING POWER

3,468,177 shares

 

7.

 

SOLE DISPOSITIVE POWER

0

 

8.

 

 

SHARED DISPOSITIVE POWER

See Row 6 above

 

9.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above

 

10.

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨      

 

11.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.6%1

 

12.

 

 

TYPE OF REPORTING PERSON

IA; PN

       

 

 

1The percentages reported in this Schedule 13G are based upon 36,192,248 shares of common stock outstanding as of November 10, 2023 (according to the issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 14, 2023).

 

 

 

 

CUSIP NO. 95075A107 13G Page 3 of 10 Pages

 

 

1.

 

NAME OF REPORTING PERSON

 

PFM Health Sciences GP, LLC

 

2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)       ¨

 

(b)       x

 

3.

 

SEC USE ONLY

 

 

4.

 

 

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

5.

 

SOLE VOTING POWER

0

 

6.

 

SHARED VOTING POWER

3,468,177 shares

 

7.

 

SOLE DISPOSITIVE POWER

0

 

8.

 

 

SHARED DISPOSITIVE POWER

See Row 6 above

 

9.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above

 

10.

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨      

 

11.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.6%

 

12.

 

 

TYPE OF REPORTING PERSON

OO

       

 

 

 

 

CUSIP NO. 95075A107 13G Page 4 of 10 Pages

 

 

1.

 

NAME OF REPORTING PERSON

 

Partner Asset Management, LLC

 

2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)       ¨

 

(b)       x

 

3.

 

SEC USE ONLY

 

 

4.

 

 

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

5.

 

SOLE VOTING POWER

0

 

6.

 

SHARED VOTING POWER

3,468,177 shares

 

7.

 

SOLE DISPOSITIVE POWER

0

 

8.

 

 

SHARED DISPOSITIVE POWER

See Row 6 above

 

9.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above

 

10.

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨      

 

11.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.6%

 

12.

 

 

TYPE OF REPORTING PERSON

OO

       

 

 

 

 

CUSIP NO. 95075A107 13G Page 5 of 10 Pages

 

 

1.

 

NAME OF REPORTING PERSON

 

Brian D. Grossman

 

2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)       ¨

 

(b)       x

 

3.

 

SEC USE ONLY

 

 

4.

 

 

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

5.

 

SOLE VOTING POWER

0

 

6.

 

SHARED VOTING POWER

3,468,177 shares

 

7.

 

SOLE DISPOSITIVE POWER

0

 

8.

 

 

SHARED DISPOSITIVE POWER

See Row 6 above

 

9.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above

 

10.

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨      

 

11.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.6%

 

12.

 

 

TYPE OF REPORTING PERSON

IN

       

 

 

 

  

CUSIP NO. 95075A107 13G Page 6 of 10 Pages

 

Item 1(a)Name of Issuer

Werewolf Therapeutics, Inc.

 

Item 1(b) Address of Issuer’s Principal Executive Offices

200 Talcott Ave, 2nd Floor, Watertown, Massachusetts 02472

 

Item 2(a)Name of Person Filing
This Schedule 13G is being jointly filed by PFM Health Sciences, LP (“PFM”), PFM Health Sciences GP, LLC (“PFM-GP”), Partner Asset Management, LLC (“PAM”), and Brian D. Grossman (“Grossman” and, collectively with PFM, PFM-GP, and PAM, the “Reporting Persons”) with respect to shares of common stock of the above-named issuer owned by PFM Healthcare Master Fund, L.P., a Cayman Islands limited partnership (“HCM”) and PFM Biotech Opportunities LP, a Delaware limited partnership (“BO” and, collectively with HCM, the “Funds”).

 

PFM is the investment advisor for the Funds. PAM is the general partner of the Funds. PFM-GP is the general partner of PFM and the manager of PAM. Grossman is the sole member of PFM-GP.

 

The filing of this statement shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by the statement other than the securities actually owned by such person (if any).

 

Item 2(b)Address of Principal Business Office
The address of the principal business office of each of the Reporting Persons is c/o PFM Health Sciences, LP, 475 Sansome Street, Suite 1720, San Francisco, California 94111.

 

Item 2(c)Citizenship
PFM is organized as a limited partnership under the laws of the State of Delaware. Each of PFM-GP and PAM is organized as a limited liability company under the laws of the State of Delaware. Grossman is a U.S. citizen.

 

Item 2(d) Title of Class of Securities

Common stock, $0.0001 par value per share

 

Item 2(e) CUSIP Number

95075A107

 

 

 

  

CUSIP NO. 95075A107 13G Page 7 of 10 Pages

 

Item 3If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

(a)¨ Broker or dealer registered under Section 15 of the Exchange Act;

 

(b)¨ Bank as defined in Section 3(a)(6) of the Exchange Act;

 

(c)¨ Insurance company as defined in Section 3(a)(19) of the Exchange Act;

 

(d)¨ Investment company registered under Section 8 of the Investment Company Act;

 

(e)¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

 

(f)¨ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

(g)¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

 

(h)¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

(i)¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 

(j)¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);

 

(k)¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

  

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____________.

 

 

 

 

CUSIP NO. 95075A107 13G Page 8 of 10 Pages

 

Item 4 Ownership

 

A.PFM Health Sciences, LP, PFM Health Sciences GP, LLC and Partner Asset Management, LLC

 

(a)PFM, PFM-GP and PAM may be deemed to beneficially own 3,468,177 shares of Common Stock.

 

(b)The number of shares PFM, PFM-GP and PAM may be deemed to beneficially own constitutes approximately 9.6% of the Common Stock outstanding.

 

(c)Number of shares as to which such person has:

 

(i)sole power to vote or to direct the vote: 0

 

(ii)shared power to vote or to direct the vote: 3,468,177

 

(iii)sole power to dispose or to direct the disposition of: 0

 

(iv)shared power to dispose or to direct the disposition of: 3,468,177

 

B.Brian D. Grossman

 

(a)Grossman may be deemed to beneficially own 3,468,177 shares of Common Stock.

 

(b)The number of shares Grossman may be deemed to beneficially own constitutes approximately 9.6% of the Common Stock outstanding.

 

(c)Number of shares as to which such person has:

 

(i)sole power to vote or to direct the vote: 0

 

(ii)shared power to vote or to direct the vote: 3,468,177

 

(iii)sole power to dispose or to direct the disposition of: 0

 

(iv)shared power to dispose or to direct the disposition of: 3,468,177

 

Item 5Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ¨.

 

Item 6Ownership of More than Five Percent on Behalf of Another Person

Not Applicable

 

Item 7Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company

See Item 2 above

 

 

 

 

CUSIP NO. 95075A107 13G Page 9 of 10 Pages

 

Item 8Identification and Classification of Members of the Group

Not Applicable

 

Item 9Notice of Dissolution of Group

Not Applicable

 

Item 10Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

 

  

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated this 14th day of February, 2024.

 

PFM HEALTH SCIENCES, LP   PFM HEALTH SCIENCES GP, LLC
     
By: PFM Health Sciences GP, LLC,   By: /s/ Darren Mooney
  its general partner     Darren Mooney, Authorized Signatory
     
By: /s/ Darren Mooney    
  Darren Mooney, Authorized Signatory    

 

PARTNER ASSET MANAGEMENT, LLC   BRIAN D. GROSSMAN
     
By:

PFM Health Sciences GP, LLC,

  By: /s/ Darren Mooney
  its manager     Darren Mooney, attorney-in-fact*
     
By: /s/ Darren Mooney  
  Darren Mooney, Authorized Signatory    

  

 

*Darren Mooney is signing on behalf of Brian Grossman as attorney-in-fact pursuant to a power of attorney dated February 1, 2024, and incorporated by reference herein. The power of attorney was filed as an attachment to a filing by certain of the Reporting Persons on Schedule 13G/A for Praxis Precision Medicines, Inc. on February 14, 2024.