Michael Byrnes - 25 Aug 2021 Form 4 Insider Report for eFFECTOR Therapeutics, Inc.

Role
Chief Financial Officer
Signature
/s/ Michael Byrnes
Issuer symbol
EFTR on OTC
Transactions as of
25 Aug 2021
Net transactions value
$0
Form type
4
Filing time
27 Aug 2021, 18:01:59 UTC
Previous filing
27 Aug 2021
Next filing
24 Jan 2022
SEC
View on sec.gov

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 +337,997 $0.000000 337,997 25 Aug 2021 Common Stock 337,997 $2.39 Direct F1, F2
transaction EFTR Earn-out Right Award $0 +49,790 $0.000000 49,790 25 Aug 2021 Common Stock 49,790 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 December 7, 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.