Statement of Changes in Beneficial Ownership (4)
August 27 2021 - 6:55PM
Edgar (US Regulatory)
FORM 4
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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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3235-0287
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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
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ROOT JONATHAN D |
2. Issuer Name and Ticker or Trading Symbol
eFFECTOR Therapeutics, Inc.
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EFTR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 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 | | A | | 3981940 (1)(2) | A | (1) | 3981940 | I | By U.S. Venture Partners X, L.P. (3) |
Common Stock | 8/25/2021 | | A | | 127389 (1)(4) | A | (1) | 127389 | I | By USVP X Affliliates, L.P. (3) |
Common Stock | 8/25/2021 | | A | | 690688 (5) | A | $10.00 | 4672628 | I | By U.S. Venture Partners X, L.P. (3) |
Common Stock | 8/25/2021 | | A | | 22097 (5) | A | $10.00 | 149486 | I | By USVP X Affliliates, L.P. (3) |
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 |
Earn-out Right | (6) | 8/25/2021 | | A | | 586573 (6) | | (6) | (6) | Common Stock | 586573 | $0.00 (6) | 586573 | I | By U.S. Venture Partners X, L.P. (3) |
Earn-out Right | (6) | 8/25/2021 | | A | | 18765 (6) | | (6) | (6) | Common Stock | 18765 | $0.00 (6) | 18765 | I | By USVP X Affliliates, L.P. (3) |
Explanation of Responses: |
(1) | 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"). Upon consummation of the Merger (the "Effective Time"), each issued and outstanding share of common stock of Old eFFECTOR was automatically cancelled and converted into approximately 0.09657 (the "Exchange Ratio") shares of common stock of the Issuer. |
(2) | The 3,981,940 shares of common stock represents the conversion of 25,015,222 shares of Series A Preferred, 9,197,554 shares of Series B Preferred and 7,020,627 shares of Series C Preferred of Old eFFECTOR into an aggregate of 41,233,403 shares of Old eFFECTOR common stock and the subsequent cancellation and conversion of such shares into shares of common stock of the Issuer in the Merger at the Exchange Ratio. |
(3) | Presidio Management Group X, LLC ("PMG X") is the general partner of each of U.S. Venture Partners X, L.P. ("USVP X") and USVP X Affiliates, L.P. ("AFF X" and together with USVP X, the "USVP X Funds") and has sole voting and dispositive power with respect to the shares held by the USVP X Funds. The Reporting Person is a managing member of PMG X with additional rights with respect to the Issuer's securities, and may be deemed to have sole voting and dispositive power with respect to the shares. The Reporting Person disclaims beneficial ownership of shares held by the USVP X Funds, except to the extent of any proportionate pecuniary interest therein. |
(4) | The 127,389 shares of common stock represents the conversion of 800,281 shares of Series A Preferred, 294,246 shares of Series B Preferred and 224,604 shares of Series C Preferred of Old eFFECTOR into an aggregate of 1,319,131 shares of Old eFFECTOR common stock and the subsequent cancellation and conversion of such shares into shares of common stock of the Issuer in the Merger at the Exchange Ratio. |
(5) | Represents shares issued in the private placement which closed concurrently with the Merger. |
(6) | Each earn-out right represents a contingent right to receive one share of the Issuer's common stock. Pursuant to an "Earn-Out" provision in the Merger Agreement, the earn-out rights vest upon the Issuer's common stock achieving a price per share which equals or exceeds $20.00 over at least 20 trading days out of a 30 consecutive trading day period prior to August 26, 2023. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
ROOT JONATHAN D C/O EFFECTOR THERAPEUTICS, INC. 11120 ROSELLE ST SUITE A, SAN DIEGO, CA 92121 | X | X |
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Signatures
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/s/ Michael Byrnes, Attorney-in-Fact for Jonathan D. Root | | 8/27/2021 |
**Signature of Reporting Person | Date |
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