Statement of Changes in Beneficial Ownership (4)
August 27 2021 - 6:54PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
Ehrlich Christopher B |
2. Issuer Name and Ticker or Trading Symbol
eFFECTOR Therapeutics, Inc.
[
EFTR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O EFFECTOR THERAPEUTICS, INC., 11120 ROSELLE ST SUITE A |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/25/2021 |
(Street)
SAN DIEGO, CA 92121
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 8/25/2021 | | C | | 142168 | A | $0.00 | 142168 | I | By Locust Walk Partners LLC (1) |
Common Stock | 8/25/2021 | | C | | 1034 | A | $0.00 | 1034 | I | By Locust Walk Partners LLC (2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Class B Common Stock | (3)(4) | 8/25/2021 | | D | | | 132832 | (3)(4) | (3)(4) | Common Stock | 132832 | $0.00 | 142168 (5) | I | By Locust Walk Partners LLC (1) |
Class B Common Stock | (3) | 8/25/2021 | | C | | | 142168 | (3) | (3) | Common Stock | 142168 | (3) | 0 | I | By Locust Walk Partners LLC (1) |
Class B Common Stock | (3) | 8/25/2021 | | D | | | 966 | (3)(4) | (3)(4) | Common Stock | 966 | $0.00 | 1034 (5) | I | By Locust Walk Partners LLC( (2) |
Class B Common Stock | (3) | 8/25/2021 | | C | | | 1034 | (3) | (3) | Common Stock | 1034 | (3) | 0 | I | By Locust Walk Partners LLC (2) |
Explanation of Responses: |
(1) | Represents shares held directly by the Sponsor, of which Locust Walk Partners LLC ("LWP") is a member. LWP has allocated these shares to the reporting
person. |
(2) | Represents shares held directly by the Sponsor, of which LWP is a member. LWP has allocated these shares to the reporting person's spouse. |
(3) | On August 25, 2021, pursuant to that certain Agreement and Plan of Merger, dated as of May 26, 2021 (the "Merger Agreement"), by and among the Issuer (f/k/a Locust Walk Acquisition Corp.), Locust Walk Merger Sub, Inc. ("Merger Sub"), and eFFECTOR Therapeutics, Inc. ("Old eFFECTOR"), Merger Sub merged with and into Old eFFECTOR with Old eFFECTOR surviving as a wholly owned subsidiary of the Issuer (the "Merger"). In connection with and upon consummation of the Merger, each of the Issuer's outstanding shares of Class B Common Stock automatically converted into one share of Class A Common Stock
and such shares of Class A Common Stock were automatically reclassified in shares of common stock. |
(4) | Pursuant to an agreement by and between the Issuer and Locust Walk Sponsor, LLC (the "Sponsor"), concurrent with the consummation of the Merger, these
shares of Class B Common Stock were forfeited to the Issuer immediately prior to the Merger. |
(5) | As a former principal of the manager of the Sponsor, the reporting person previously reported all securities held by the Sponsor. As of the date hereof, the reporting person is no longer a principal of the entity with control over the securities held by the Sponsor, accordingly, this report only includes securities to the extent of the reporting person's and his spouse's pecuniary interest therein. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Ehrlich Christopher B C/O EFFECTOR THERAPEUTICS, INC. 11120 ROSELLE ST SUITE A SAN DIEGO, CA 92121 | X |
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Signatures
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/s/ Michael Byrnes, Attorney-in-Fact for Chris Ehrlich | | 8/25/2021 |
**Signature of Reporting Person | Date |
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