Key facts
- This page summarizes Carlyle Group Inc.'s Form 3 filing for eFFECTOR Therapeutics, Inc..
- 0 reported transactions and 2 derivative rows are listed below.
- Accepted by SEC: 11 Aug 2022, 17:05.
Carlyle Group Inc. - 01 Aug 2022 Form 3 Insider Report for eFFECTOR Therapeutics, Inc.
- Reporting relationship
- 10%+ Owner
- Issuer ticker
- N/A
- Reported as of
- 01 Aug 2022
- Net transaction value
- $0
- SEC form
- 3
- Accepted by SEC
- 11 Aug 2022, 17:05:39 UTC
- Prior SEC filing
- 31 May 2022
- Next SEC filing
- 05 Aug 2022
- Source filing
- View source filing
- Reporting owner signature
- The Carlyle Group Inc., By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Chief Financial Officer
Source evidence
Original filing metadata and source links for verification.
5 source fields
Reporting owner
1 detail
Key filing fact
Carlyle Group Inc. filed Form 3 for eFFECTOR Therapeutics, Inc. on 11 Aug 2022.
Change
- Previous filing in this sequence was filed on 31 May 2022.
- Current net transaction value: $0.
Research use
- This tells you what this filing adds before you inspect full transaction and derivative tables.
- You can trace every row back to the original SEC filing document.
Evidence
Official SEC source
View source filing
Ownership activity is grounded in SEC Form 3 disclosures.
Reported non-derivative transactions
Shares, units, or other non-derivative securities reported in this filing.
EFTR
holding
Common Stock
No transaction description listed
- Transaction value
- Shares
- Change %
- Price
- Shares after
- 4,822,114
- Date
- 01 Aug 2022
- Ownership
- See footnotes
- Footnotes
- F1, F2, F3
Reported derivative securities
Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.
EFTR
holding
Derivative
Earn-out Right
No transaction description listed
- Transaction value
- Shares
- Change %
- Price
- Shares after
- Date
- 01 Aug 2022
- Ownership
- See footnotes
- Underlying class
- Common Stock
- Underlying amount
- 605,338
- Exercise price
- Footnotes
- F1, F2, F3, F4
EFTR
holding
Derivative
Stock Option (right to buy)
No transaction description listed
- Transaction value
- Shares
- Change %
- Price
- Shares after
- Date
- 01 Aug 2022
- Ownership
- See footnotes
- Underlying class
- Common Stock
- Underlying amount
- 7,777
- Exercise price
- $11.36
- Footnotes
- F1, F2, F3, F5, F6
* marks a reported price that did not pass the local price check.
Additional SEC filing notes
Filing notes and footnotes
Explanation of responses 6 footnotes
Footnote F1
Reflects securities held of record by Abingworth Bioventures VI LP ("ABV VI"). ABV VI has delegated to Abingworth LLP ("Abingworth") all investment and dispositive power over the securities held of record by ABV VI.
Footnote F2
The Carlyle Group Inc., which is a publicly traded entity listed on Nasdaq, is the sole shareholder of Carlyle Holdings I GP Inc., which is the sole member of Carlyle Holdings I GP Sub L.L.C., which is the general partner of Carlyle Holdings I L.P., which, with respect to the securities reported herein, is the managing member of CG Subsidiary Holdings L.L.C., which is the managing member of TC Group, L.L.C., which is the managing member of Carlyle Investment Management, L.L.C., which is the sole member of Carlyle Genesis UK LLC (each of the foregoing entities, the "Carlyle Entities").
Footnote F3
On August 1, 2022, entities affiliated with The Carlyle Group Inc. acquired Abingworth (the "Acquisition"). Following the Acquisition, Carlyle Genesis UK LLC became the principal member of Abingworth LLP. As a result, each of the Carlyle Entities may be deemed to have acquired beneficial ownership of the securities held of record by ABV VI or beneficially owned by Abingworth. Each of them disclaims beneficial ownership of such securities, except to the extent of their pecuniary interest therein.
Footnote 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 that certain Agreement and Plan of Merger, dated as of May 26, 2021. 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.
Footnote F5
The stock option is fully vested and exercisable.
Footnote F6
Under an agreement between Mr. Gallagher and Abingworth, Mr. Gallagher is deemed to hold the stock option and any shares of Common Stock issuable upon exercise of the stock option for the benefit of ABV VI, and must exercise the stock option solely upon the direction of Abingworth.
SEC remarks
Following the Acquisition, the Carlyle Entities, ABV VI and Abingworth intend to file Section 16 reports jointly.