0001209191-21-053702.txt : 20210827
0001209191-21-053702.hdr.sgml : 20210827
20210827181909
ACCESSION NUMBER: 0001209191-21-053702
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: Patel Premal
CENTRAL INDEX KEY: 0001879012
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39866
FILM NUMBER: 211220391
MAIL ADDRESS:
STREET 1: C/O EFFECTOR THERAPEUTICS
STREET 2: 11120 ROSELLE STREET, SUITE A
CITY: SAN DIEGO
STATE: CA
ZIP: 92121
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
0001879012
Patel Premal
C/O EFFECTOR THERAPEUTICS, INC.
11120 ROSELLE ST SUITE A
SAN DIEGO
CA
92121
0
1
0
0
Chief Medical Officer
Stock Option (Right to Buy)
2.08
2021-08-25
4
A
0
424911
0.00
A
2030-07-28
Common Stock
424911
424911
D
Earn-out Right
2021-08-25
4
A
0
62593
A
Common Stock
62593
62593
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 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) approximately 0.09657, rounded down to the nearest whole share.
The stock option vests 25% on July 13, 2021, 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 Premal Patel
2021-08-27