| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 08/25/2021 | 3. Issuer Name and Ticker or Trading Symbol eFFECTOR Therapeutics, Inc. [ EFTR ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 3,981,940(1)(2) | I | Directly owned by USVP X(4) |
| Common Stock | 127,389(1)(3) | I | Directly owned by AFF X(4) |
| Common Stock | 690,688(5) | I | Directly owned by USVP X(4) |
| Common Stock | 22,097(5) | I | Directly owned by AFF X(4) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Earn-out Right(6) | (6) | (6) | Common Stock | 586,573(6) | 0(6) | I | Directly held by USVP X(4) |
| Earn-out Right(6) | (6) | (6) | Common Stock | 18,765(6) | 0(6) | I | Directly held by AFF X(4) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| 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 held by USVP X 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. The 127,389 shares of common stock held by AFF X 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. |
| 4. Presidio Management Group X, L.L.C. ("PMG X"), the general partner of each of U.S. Venture Partners X, L.P. ("USVP X") and USVP X Affiliates L.P. ("AFF X") (together, the "USVP X Funds"), has sole voting and dispositive power with respect to the shares held by the USVP X Funds. Casey Tansey is the sole managing partner of PMG X and may be deemed to have sole dispositive power over the reported securities held by the USVP X Funds and may be deemed to have shared voting power over the reported securities held by the USVP X Funds. Each of the foregoing persons disclaims beneficial ownership of such securities, except to the extent of any pecuniary interest therein. |
| 5. Represents common 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. |
| Dale Holladay, Attorney in Fact for each Reporting Person | 08/27/2021 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
