| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | EFTR | Common Stock | 4.82M | Aug 1, 2022 | See footnotes | F1, F2, F3 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | EFTR | Earn-out Right | Aug 1, 2022 | Common Stock | 605K | See footnotes | F1, F2, F3, F4 | |||||||
| holding | EFTR | Stock Option (right to buy) | Aug 1, 2022 | Common Stock | 7.78K | $11.36 | See footnotes | F1, F2, F3, F5, F6 |
| Id | Content |
|---|---|
| F1 | 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. |
| F2 | 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"). |
| F3 | 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. |
| F4 | 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. |
| F5 | The stock option is fully vested and exercisable. |
| F6 | 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. |
Following the Acquisition, the Carlyle Entities, ABV VI and Abingworth intend to file Section 16 reports jointly.