eFFECTOR Therapeutics (EFTR) Form 3 eFFECTOR Therapeutics / Subsidiary Holdings L.L.C. CG ownership change

SEC Form 3

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^*

Carlyle Group Inc.

(Last) (First) (Middle)

C/O THE CARLYLE GROUP

1001 PENNSYLVANIA AVE. NW, SUITE 220S

(Street)

WASHINGTON DC 20004-2505

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/01/2022

3. Issuer Name and Ticker or Trading Symbol
eFFECTOR Therapeutics, Inc. [ EFTR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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	4,822,114	I	See footnotes(1)(2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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	(4)	(4)	Common Stock	605,338	(4)	I	See footnotes(1)(2)(3)
Stock Option (right to buy)	(5)	10/05/2031	Common Stock	7,777	11.36	I	See footnotes(1)(2)(3)(6)

1. Name and Address of Reporting Person^*

Carlyle Group Inc.

(Last) (First) (Middle)

C/O THE CARLYLE GROUP

1001 PENNSYLVANIA AVE. NW, SUITE 220S

(Street)

WASHINGTON DC 20004-2505

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Carlyle Holdings I GP Inc.

(Last) (First) (Middle)

C/O THE CARLYLE GROUP

1001 PENNSYLVANIA AVE. NW, SUITE 220S

(Street)

WASHINGTON DC 20004-2505

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Carlyle Holdings I GP Sub L.L.C.

(Last) (First) (Middle)

C/O THE CARLYLE GROUP

1001 PENNSYLVANIA AVE. NW, SUITE 220S

(Street)

WASHINGTON DC 20004-2505

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Carlyle Holdings I L.P.

(Last) (First) (Middle)

C/O THE CARLYLE GROUP

1001 PENNSYLVANIA AVE. NW, SUITE 220S

(Street)

WASHINGTON DC 20004-2505

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CG Subsidiary Holdings L.L.C.

(Last) (First) (Middle)

C/O THE CARLYLE GROUP

1001 PENNSYLVANIA AVE. NW, SUITE 220S

(Street)

WASHINGTON DC 20004-2505

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TC Group, LLC

(Last) (First) (Middle)

C/O THE CARLYLE GROUP

1001 PENNSYLVANIA AVE. NW, SUITE 220S

(Street)

WASHINGTON DC 20004-2505

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Carlyle Investment Management LLC

(Last) (First) (Middle)

C/O THE CARLYLE GROUP

1001 PENNSYLVANIA AVE. NW, SUITE 220S

(Street)

WASHINGTON DC 20004-2505

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Carlyle Genesis UK LLC

(Last) (First) (Middle)

C/O THE CARLYLE GROUP

1001 PENNSYLVANIA AVE. NW, SUITE 220S

(Street)

WASHINGTON DC 20004-2505

(City) (State) (Zip)

Explanation of Responses:

1. Reflects securities held of record by Abingworth Bioventures VI LP ("ABV VI"). ABV VI has delegated to Abingworth LLP ("Abingworth") all investment and dispositive power over the securities held of record by ABV VI.

2. The Carlyle Group Inc., which is a publicly traded entity listed on Nasdaq, is the sole shareholder of Carlyle Holdings I GP Inc., which is the sole member of Carlyle Holdings I GP Sub L.L.C., which is the general partner of Carlyle Holdings I L.P., which, with respect to the securities reported herein, is the managing member of CG Subsidiary Holdings L.L.C., which is the managing member of TC Group, L.L.C., which is the managing member of Carlyle Investment Management, L.L.C., which is the sole member of Carlyle Genesis UK LLC (each of the foregoing entities, the "Carlyle Entities").

3. On August 1, 2022, entities affiliated with The Carlyle Group Inc. acquired Abingworth (the "Acquisition"). Following the Acquisition, Carlyle Genesis UK LLC became the principal member of Abingworth LLP. As a result, each of the Carlyle Entities may be deemed to have acquired beneficial ownership of the securities held of record by ABV VI or beneficially owned by Abingworth. Each of them disclaims beneficial ownership of such securities, except to the extent of their pecuniary interest therein.

4. 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 that certain Agreement and Plan of Merger, dated as of May 26, 2021. 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.

5. The stock option is fully vested and exercisable.

6. Under an agreement between Mr. Gallagher and Abingworth, Mr. Gallagher is deemed to hold the stock option and any shares of Common Stock issuable upon exercise of the stock option for the benefit of ABV VI, and must exercise the stock option solely upon the direction of Abingworth.

Remarks:

Following the Acquisition, the Carlyle Entities, ABV VI and Abingworth intend to file Section 16 reports jointly.

	The Carlyle Group Inc., By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Chief Financial Officer	08/11/2022
	Carlyle Holdings I GP Inc., By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Managing Director and Chief Financial Officer	08/11/2022
	Carlyle Holdings I GP Sub L.L.C., By: Carlyle Holdings I GP Inc., its sole member, By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Managing Director and Chief Financial Officer	08/11/2022
	Carlyle Holdings I L.P., By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Managing Director	08/11/2022
	CG Subsidiary Holdings L.L.C., By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Managing Director	08/11/2022
	TC Group, L.L.C., By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Managing Director	08/11/2022
	Carlyle Investment Management L.L.C., By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Chief Financial Officer	08/11/2022
	Carlyle Genesis UK LLC, By: Carlyle Investment Management L.L.C., its sole member, By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Chief Financial Officer	08/11/2022
	** Signature of Reporting Person	Date
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