0001062993-21-008010.txt : 20210827
0001062993-21-008010.hdr.sgml : 20210827
20210827185106
ACCESSION NUMBER: 0001062993-21-008010
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 3
CONFORMED PERIOD OF REPORT: 20210825
FILED AS OF DATE: 20210827
DATE AS OF CHANGE: 20210827
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: US VENTURE PARTNERS X LP
CENTRAL INDEX KEY: 0001440514
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39866
FILM NUMBER: 211220493
BUSINESS ADDRESS:
STREET 1: 2735 SAND HILL ROAD
CITY: MENLO PARK
STATE: CA
ZIP: 94025
BUSINESS PHONE: 650-854-9080
MAIL ADDRESS:
STREET 1: 2735 SAND HILL ROAD
CITY: MENLO PARK
STATE: CA
ZIP: 94025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: USVP X AFFILIATES LP
CENTRAL INDEX KEY: 0001453359
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39866
FILM NUMBER: 211220492
BUSINESS ADDRESS:
STREET 1: 2735 SAND HILL ROAD
CITY: MENLO PARK
STATE: CA
ZIP: 94025
BUSINESS PHONE: 650-854-9080
MAIL ADDRESS:
STREET 1: 2735 SAND HILL ROAD
CITY: MENLO PARK
STATE: CA
ZIP: 94025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Tansey Casey M
CENTRAL INDEX KEY: 0001474322
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39866
FILM NUMBER: 211220491
MAIL ADDRESS:
STREET 1: 2735 SAND HILL ROAD
CITY: MENLO PARK
STATE: CA
ZIP: 94025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Presidio Management Group X LLC
CENTRAL INDEX KEY: 0001602744
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39866
FILM NUMBER: 211220494
BUSINESS ADDRESS:
STREET 1: 2735 SAND HILL ROAD
CITY: MENLO PARK
STATE: CA
ZIP: 94025
BUSINESS PHONE: 650-854-9080
MAIL ADDRESS:
STREET 1: 2735 SAND HILL ROAD
CITY: MENLO PARK
STATE: CA
ZIP: 94025
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: eFFECTOR Therapeutics, Inc.
CENTRAL INDEX KEY: 0001828522
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 853306396
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 200 CLARENDON STREET, 51ST FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
BUSINESS PHONE: 2157319450
MAIL ADDRESS:
STREET 1: 200 CLARENDON STREET, 51ST FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
FORMER COMPANY:
FORMER CONFORMED NAME: Locust Walk Acquisition Corp.
DATE OF NAME CHANGE: 20201015
3
1
form3.xml
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
X0206
3
2021-08-25
0
0001828522
eFFECTOR Therapeutics, Inc.
EFTR
0001602744
Presidio Management Group X LLC
1460 EL CAMINO REAL
MENLO PARK
CA
94025
0
0
1
0
0001440514
US VENTURE PARTNERS X LP
1460 EL CAMINO REAL, STE 100
MENLO PARK
CA
94025
0
0
1
0
0001453359
USVP X AFFILIATES LP
1460 EL CAMINO REAL, STE 100
MENLO PARK
CA
94025
0
0
1
0
0001474322
Tansey Casey M
1460 EL CAMINO REAL
SUITE 100
MENLO PARK
CA
94025
0
0
1
0
Common Stock
3981940
I
Directly owned by USVP X
Common Stock
127389
I
Directly owned by AFF X
Common Stock
690688
I
Directly owned by USVP X
Common Stock
22097
I
Directly owned by AFF X
Earn-out Right
0
Common Stock
586573
I
Directly held by USVP X
Earn-out Right
0
Common Stock
18765
I
Directly held by AFF X
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.
The 3,981,940 shares of common stock held by USVP X represents the conversion of 25,015,222 shares of Series A Preferred, 9,197,554 shares of Series B Preferred and 7,020,627 shares of Series C Preferred of Old eFFECTOR into an aggregate of 41,233,403 shares of Old eFFECTOR common stock and the subsequent cancellation and conversion of such shares into shares of common stock of the Issuer in the Merger at the Exchange Ratio.
The 127,389 shares of common stock held by AFF X represents the conversion of 800,281 shares of Series A Preferred, 294,246 shares of Series B Preferred and 224,604 shares of Series C Preferred of Old eFFECTOR into an aggregate of 1,319,131 shares of Old eFFECTOR common stock and the subsequent cancellation and conversion of such shares into shares of common stock of the Issuer in the Merger at the Exchange Ratio.
Presidio Management Group X, L.L.C. ("PMG X"), the general partner of each of U.S. Venture Partners X, L.P. ("USVP X") and USVP X Affiliates L.P. ("AFF X") (together, the "USVP X Funds"), has sole voting and dispositive power with respect to the shares held by the USVP X Funds. Casey Tansey is the sole managing partner of PMG X and may be deemed to have sole dispositive power over the reported securities held by the USVP X Funds and may be deemed to have shared voting power over the reported securities held by the USVP X Funds. Each of the foregoing persons disclaims beneficial ownership of such securities, except to the extent of any pecuniary interest therein.
Represents common shares issued in the private placement which closed concurrently with the Merger.
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.
Dale Holladay, Attorney in Fact for each Reporting Person
2021-08-27
EX-24.1
2
exhibit24-1.htm
POA
Exhibit 24.1
Exhibit 24.1
EX-24.2
3
exhibit24-2.htm
POA
Exhibit 24.2
Exhibit 24.2