Sr One Capital Management, Llc - Aug 25, 2021 Form 3 Insider Report for eFFECTOR Therapeutics, Inc. (EFTR)

Role
10%+ Owner
Signature
SR One Capital Management, LLC, By: /s/ Simeon George, Managing Member
Stock symbol
EFTR
Transactions as of
Aug 25, 2021
Transactions value $
$0
Form type
3
Date filed
9/2/2021, 03:26 PM
Next filing
Feb 3, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding EFTR Common Stock 4.82M Aug 25, 2021 Directly owned by SR One Capital Fund I Aggregator, LP F1, F2, F3
holding EFTR Common Stock 2M Aug 25, 2021 Directly owned by SR One Co-Invest I, LLC F1, F4, 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
holding EFTR Earn-out Right Aug 25, 2021 Common Stock 605K Directly owned by SR One Capital Fund I Aggregator, LP 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" and "Issuer"), 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 securities of the Issuer reported herein are held directly by SR One Capital Fund I Aggregator, LP and includes 4,109,329 shares of common stock that were acquired in the Merger and 712,785 shares of common stock that were acquired in the private placement which closed concurrently with the Merger.
F3 SR One Capital Partners I, LP serves as the general partner of SR One Capital Fund I Aggregator, LP, and SR One Capital Management, LLC serves as the general partner of SR One Capital Partners I, LP. Simeon George, M.D. is the managing member of SR One Capital Management, LLC. Each of SR One Capital Partners I, LP, SR One Capital Management, LLC and Mr. George may each be deemed to have shared power to vote or dispose of these shares, and each disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein. 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 The securities of the Issuer reported herein are held directly by SR One Co-Invest I, LLC and consist of 2,000,000 shares of common stock that were acquired in the private placement which closed concurrently with the Merger.
F5 SR One Co-Invest Manager I, LLC serves as the manager of SR One Co-Invest I, LLC, and SR One Capital Management, LLC serves as the manager of SR One Co-Invest Manager I, LLC. Simeon George, M.D. is the managing member of SR One Capital Management, LLC. Each of SR One Co-Invest I, LLC, SR One Co-Invest Manager I, LLC, SR One Capital Management, LLC and Mr. George may each be deemed to have shared power to vote or dispose of these shares, and each disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein. 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.
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.