| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol eFFECTOR Therapeutics, Inc. [ EFTR ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 08/25/2021 | ||||||||||||||||||||||||||
| 4. 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 Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 08/25/2021 | A | 48,768 | A | (1) | 48,768 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | ||||||||
| Stock Option (Right to Buy) | $0.73 | 08/25/2021 | A | 38,628(2) | (3) | 12/03/2024 | Common Stock | 38,628 | $0.00 | 38,628 | D | ||||
| Stock Option (Right to Buy) | $0.94 | 08/25/2021 | A | 120,713(2) | (4) | 10/18/2025 | Common Stock | 120,713 | $0.00 | 120,713 | D | ||||
| Stock Option (Right to Buy) | $1.14 | 08/25/2021 | A | 113,470(2) | (5) | 01/07/2026 | Common Stock | 113,470 | $0.00 | 113,470 | D | ||||
| Stock Option (Right to Buy) | $1.14 | 08/25/2021 | A | 43,456(2) | (6) | 02/16/2026 | Common Stock | 43,456 | $0.00 | 43,456 | D | ||||
| Stock Option (Right to Buy) | $1.66 | 08/25/2021 | A | 96,570(2) | (7) | 08/20/2027 | Common Stock | 96,570 | $0.00 | 96,570 | D | ||||
| Stock Option (Right to Buy) | $1.35 | 08/25/2021 | A | 65,185(2) | (8) | 06/05/2029 | Common Stock | 65,185 | $0.00 | 65,185 | D | ||||
| Stock Option (Right to Buy) | $1.35 | 08/25/2021 | A | 96,570(2) | (9) | 04/12/2030 | Common Stock | 96,570 | $0.00 | 96,570 | D | ||||
| Earn-out Right | (10) | 08/25/2021 | A | 91,826(10) | (10) | (10) | Common Stock | 91,826 | $0.00(10) | 91,826 | D | ||||
| 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. At the Effective Time, each outstanding option to purchase shares of old eFFECTOR common stock (each an "old eFFECTOR Option") was automatically cancelled and converted into an option to purchase a number of shares of common stock of the Issuer equal to (i) the number of shares of old eFFECTOR common stock subject to the applicable old eFFECTOR Option multiplied by (ii) the Exchange Ratio, rounded down to the nearest whole share. |
| 3. The stock option vests 25% on December 4, 2015, and in 36 monthly installments thereafter, subject to the Reporting Person's continued service through the applicable vesting date. |
| 4. The stock option vests 25% on October 19, 2016, and in 36 monthly installments thereafter, subject to the Reporting Person's continued service through the applicable vesting date. |
| 5. The stock option vests 25% on January 8, 2017, and in 36 monthly installments thereafter, subject to the Reporting Person's continued service through the applicable vesting date. |
| 6. The stock option vests 25% on February 17, 2017, and in 36 monthly installments thereafter, subject to the Reporting Person's continued service through the applicable vesting date. |
| 7. The stock option vests 25% on August 21, 2018, and in 36 monthly installments thereafter, subject to the Reporting Person's continued service through the applicable vesting date. |
| 8. The stock option vests 25% on June 6, 2020, and in 36 monthly installments thereafter, subject to the Reporting Person's continued service through the applicable vesting date. |
| 9. The stock option vests 25% on April 13, 2021, and in 36 monthly installments thereafter, subject to the Reporting Person's continued service through the applicable vesting date. |
| 10. 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. |
| Remarks: |
| /s/ Michael Byrnes, Attorney-in-Fact for Alana B. McNulty | 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 4 (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. | ||
