John W. Smither - 25 Aug 2021 Form 4 Insider Report for eFFECTOR Therapeutics, Inc.

Role: Director
Signature: /s/ Michael Byrnes, Attorney-in-Fact for John W. Smither
Issuer symbol: EFTR on OTC
Transactions as of: 25 Aug 2021
Net transactions value: $0
Form type: 4
Filing time: 27 Aug 2021, 18:26:30 UTC
Previous filing: 27 Aug 2021
Next filing: 08 Oct 2021
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	EFTR	Common Stock	Award		+24,142			24,142	25 Aug 2021	Direct	F1

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	+24,142		$0.000000	24,142	25 Aug 2021	Common Stock	24,142	$1.97	Direct	F2, F3
transaction	EFTR	Earn-out Right	Award	$0	+3,556		$0.000000	3,556	25 Aug 2021	Common Stock	3,556		Direct	F4

* 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	At 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) the Exchange Ratio, rounded down to the nearest whole share.
F3	The stock option vests 25% on March 22, 2019, and in 36 monthly installments thereafter, subject to the Reporting Person's continued service through the applicable vesting date.
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 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.