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

Role
Director, 10%+ Owner
Signature
/s/ Michael Byrnes, Attorney-in-Fact for Jonathan D. Root
Stock symbol
EFTR
Transactions as of
Aug 25, 2021
Transactions value $
$7,127,850
Form type
4
Date filed
8/27/2021, 06:50 PM
Previous filing
Sep 21, 2021
Next filing
Oct 8, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction EFTR Common Stock Award +3.98M 3.98M Aug 25, 2021 By U.S. Venture Partners X, L.P. F1, F2, F3
transaction EFTR Common Stock Award +127K 127K Aug 25, 2021 By USVP X Affliliates, L.P. F1, F3, F4
transaction EFTR Common Stock Award $6.91M +691K +17.35% $10.00* 4.67M Aug 25, 2021 By U.S. Venture Partners X, L.P. F3, F5
transaction EFTR Common Stock Award $221K +22.1K +17.35% $10.00* 149K Aug 25, 2021 By USVP X Affliliates, L.P. F3, F5

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 Earn-out Right Award $0 +587K $0.00 587K Aug 25, 2021 Common Stock 587K By U.S. Venture Partners X, L.P. F3, F6
transaction EFTR Earn-out Right Award $0 +18.8K $0.00 18.8K Aug 25, 2021 Common Stock 18.8K By USVP X Affliliates, L.P. F3, F6
* 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 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.
F2 The 3,981,940 shares of common stock represents the conversion of 25,015,222 shares of Series A Preferred, 9,197,554 shares of Series B Preferred and 7,020,627 shares of Series C Preferred of Old eFFECTOR into an aggregate of 41,233,403 shares of Old eFFECTOR common stock and the subsequent cancellation and conversion of such shares into shares of common stock of the Issuer in the Merger at the Exchange Ratio.
F3 Presidio Management Group X, LLC ("PMG X") is the general partner of each of U.S. Venture Partners X, L.P. ("USVP X") and USVP X Affiliates, L.P. ("AFF X" and together with USVP X, the "USVP X Funds") and has sole voting and dispositive power with respect to the shares held by the USVP X Funds. The Reporting Person is a managing member of PMG X with additional rights with respect to the Issuer's securities, and may be deemed to have sole voting and dispositive power with respect to the shares. The Reporting Person disclaims beneficial ownership of shares held by the USVP X Funds, except to the extent of any proportionate pecuniary interest therein.
F4 The 127,389 shares of common stock represents the conversion of 800,281 shares of Series A Preferred, 294,246 shares of Series B Preferred and 224,604 shares of Series C Preferred of Old eFFECTOR into an aggregate of 1,319,131 shares of Old eFFECTOR common stock and the subsequent cancellation and conversion of such shares into shares of common stock of the Issuer in the Merger at the Exchange Ratio.
F5 Represents shares issued in the private placement which closed concurrently with the Merger.
F6 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.