eFFECTOR Therapeutics (EFTR) Form 3 eFFECTOR Therapeutics / Simeon George 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^*

SR ONE CAPITAL MANAGEMENT, LLC

(Last) (First) (Middle)

985 OLD EAGLE SCHOOL ROAD

SUITE 511

(Street)

WAYNE PA 19087

(City) (State) (Zip)

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)

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(1)(2)	I	Directly owned by SR One Capital Fund I Aggregator, LP(3)
Common Stock	2,000,000(1)(4)	I	Directly owned by SR One Co-Invest I, LLC(5)

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	(6)	(6)	Common Stock	605,338	(6)	I	Directly owned by SR One Capital Fund I Aggregator, LP(3)

1. Name and Address of Reporting Person^*

SR ONE CAPITAL MANAGEMENT, LLC

(Last) (First) (Middle)

985 OLD EAGLE SCHOOL ROAD

SUITE 511

(Street)

WAYNE PA 19087

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SR ONE CAPITAL PARTNERS I, LP

(Last) (First) (Middle)

985 OLD EAGLE SCHOOL ROAD

SUITE 511

(Street)

WAYNE PA 19087

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SR One Capital Fund I Aggregator LP

(Last) (First) (Middle)

985 OLD EAGLE SCHOOL ROAD

SUITE 511

(Street)

WAYNE PA 19087

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SR One Co-Invest I, LLC

(Last) (First) (Middle)

985 OLD EAGLE SCHOOL ROAD

SUITE 511

(Street)

WAYNE PA 19087

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SR One Co-Invest I Manager, LLC

(Last) (First) (Middle)

985 OLD EAGLE SCHOOL ROAD

SUITE 511

(Street)

WAYNE PA 19087

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

George Simeon

(Last) (First) (Middle)

985 OLD EAGLE SCHOOL ROAD

SUITE 511

(Street)

WAYNE PA 19087

(City) (State) (Zip)

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" and "Issuer"), 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 securities of the Issuer reported herein are held directly by SR One Capital Fund I Aggregator, LP and includes 4,109,329 shares of common stock that were acquired in the Merger and 712,785 shares of common stock that were acquired in the private placement which closed concurrently with the Merger.

3. SR One Capital Partners I, LP serves as the general partner of SR One Capital Fund I Aggregator, LP, and SR One Capital Management, LLC serves as the general partner of SR One Capital Partners I, LP. Simeon George, M.D. is the managing member of SR One Capital Management, LLC. Each of SR One Capital Partners I, LP, SR One Capital Management, LLC and Mr. George may each be deemed to have shared power to vote or dispose of these shares, and each disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that the reporting person or any other person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

4. The securities of the Issuer reported herein are held directly by SR One Co-Invest I, LLC and consist of 2,000,000 shares of common stock that were acquired in the private placement which closed concurrently with the Merger.

5. SR One Co-Invest Manager I, LLC serves as the manager of SR One Co-Invest I, LLC, and SR One Capital Management, LLC serves as the manager of SR One Co-Invest Manager I, LLC. Simeon George, M.D. is the managing member of SR One Capital Management, LLC. Each of SR One Co-Invest I, LLC, SR One Co-Invest Manager I, LLC, SR One Capital Management, LLC and Mr. George may each be deemed to have shared power to vote or dispose of these shares, and each disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that the reporting person or any other person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

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.

Remarks:

	SR One Capital Management, LLC, By: /s/ Simeon George, Managing Member	09/02/2021
	SR One Capital Partners I, LP, By: SR One Capital Management, LLC, its General Partner, By: /s/ Simeon George, Managing Member	09/02/2021
	SR ONE CAPITAL FUND I AGGREGATOR, L.P., SR One Capital Partners I, LP, its General Partner, By: SR One Capital Management, LLC, its General Partner, By: /s/ Simeon George, Managing Member	09/02/2021
	SR One Co-Invest I, LP, By: SR One Co-Invest Manager I, LLC, its Manager, By: SR One Capital Management, LLC, its Manager, By: /s/ Simeon George, Managing Member	09/02/2021
	SR One Co-Invest Manager I, LLC, By: SR One Capital Management, LLC, its Manager, By: /s/ Simeon George, Managing Member	09/02/2021
	/s/ Simeon George	09/02/2021
	** Signature of Reporting Person	Date
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