Premal Patel - Aug 25, 2021 Form 4 Insider Report for eFFECTOR Therapeutics, Inc. (EFTR)

Role
Chief Medical Officer
Signature
/s/ Michael Byrnes, Attorney-in-Fact for Premal Patel
Stock symbol
EFTR
Transactions as of
Aug 25, 2021
Transactions value $
$0
Form type
4
Date filed
8/27/2021, 06:19 PM
Next filing
Jan 24, 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction EFTR Stock Option (Right to Buy) Award $0 +425K $0.00 425K Aug 25, 2021 Common Stock 425K $2.08 Direct F1, F2
transaction EFTR Earn-out Right Award +62.6K 62.6K Aug 25, 2021 Common Stock 62.6K Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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 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) approximately 0.09657, rounded down to the nearest whole share.
F2 The stock option vests 25% on July 13, 2021, and in 36 monthly installments thereafter, subject to the Reporting Person's continued service through the applicable vesting date.
F3 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.