Brian M. Gallagher Jr. - Aug 25, 2021 Form 4 Insider Report for eFFECTOR Therapeutics, Inc. (EFTR)

Role: Director, 10%+ Owner
Signature: /s/ Michael Byrnes, Attorney-in-Fact for Brian M. Gallagher, Jr.
Stock symbol: EFTR
Transactions as of: Aug 25, 2021
Transactions value $: $0
Form type: 4
Date filed: 8/27/2021, 06:39 PM
Next filing: Dec 17, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	EFTR	Common Stock	Award		+4.82M			4.82M	Aug 25, 2021	By Abingworth Bioventures VI, LP	F1, F2, F3

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	+605K		$0.00	605K	Aug 25, 2021	Common Stock	605K		By Abingworth Bioventures VI, LP	F2, F3, 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. Represents 4,109,329 shares acquired in the Merger and 712,785 shares acquired in the private placement which closed concurrently with the Merger.
F2	Abingworth Bioventures VI GP LP, a Scottish limited partnership, serves as the general partner of Abingworth Bioventures VI, LP ("ABV VI"). Abingworth General Partner VI LLP, an English limited liability partnership, serves as the general partner of Abingworth Bioventures VI GP LP. ABV VI (acting by its general partner Abingworth Bioventures VI GP LP, acting by its general partner Abingworth General Partner VI LLP) has delegated to Abingworth LLP, an English limited liability partnership, all investment and dispositive power over the securities held by ABV VI.
F3	The Reporting Person, a Director of the Issuer, is a member of an investment committee of ABV VI which approves investment and voting decisions by majority vote and no individual member has the sole control or voting power over the securities held by ABV VI. Each of ABV VI, Abingworth LLP, Abingworth Bioventures VI GP LP, Abingworth General Partner VI LLP, the Reporting Person and each member of the Investment Committee disclaims beneficial ownership of the common stock held by ABV VI, except to the extent of their pecuniary interest therein, if any. This report shall not be deemed an admission that the Reporting Person or any other person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
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.