0001209191-21-053707.txt : 20210827 0001209191-21-053707.hdr.sgml : 20210827 20210827182630 ACCESSION NUMBER: 0001209191-21-053707 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210825 FILED AS OF DATE: 20210827 DATE AS OF CHANGE: 20210827 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Smither John W CENTRAL INDEX KEY: 0001559583 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39866 FILM NUMBER: 211220418 MAIL ADDRESS: STREET 1: C/O KYTHERA BIOPHARMACEUTICALS, INC. STREET 2: 27200 WEST AGOURA ROAD, SUITE 200 CITY: CALABASAS STATE: CA ZIP: 91301 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-08-25 0 0001828522 eFFECTOR Therapeutics, Inc. EFTR 0001559583 Smither John W C/O EFFECTOR THERAPEUTICS, INC. 11120 ROSELLE ST SUITE A SAN DIEGO CA 92121 1 0 0 0 Common Stock 2021-08-25 4 A 0 24142 A 24142 D Stock Option (Right to Buy) 1.97 2021-08-25 4 A 0 24142 0.00 A 2028-03-26 Common Stock 24142 24142 D Earn-out Right 2021-08-25 4 A 0 3556 0.00 A Common Stock 3556 3556 D 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. 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. 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. 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. /s/ Michael Byrnes, Attorney-in-Fact for John W. Smither 2021-08-27