SEC Form 3: New insider Sr One Capital Management, Llc claimed ownership of 6,822,114 units of Common Stock
$LWAC
Finance
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 08/25/2021 |
3. Issuer Name and Ticker or Trading Symbol
eFFECTOR Therapeutics, Inc. [ EFTR ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 4,822,114(1)(2) | I | Directly owned by SR One Capital Fund I Aggregator, LP(3) |
| Common Stock | 2,000,000(1)(4) | I | Directly owned by SR One Co-Invest I, LLC(5) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Earn-out Right | (6) | (6) | Common Stock | 605,338 | (6) | I | Directly owned by SR One Capital Fund I Aggregator, LP(3) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. 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. |
| 2. 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. |
| 3. 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. |
| 4. 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. |
| 5. 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. |
| 6. 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. |
| Remarks: |
| SR One Capital Management, LLC, By: /s/ Simeon George, Managing Member | 09/02/2021 | |
| SR One Capital Partners I, LP, By: SR One Capital Management, LLC, its General Partner, By: /s/ Simeon George, Managing Member | 09/02/2021 | |
| SR ONE CAPITAL FUND I AGGREGATOR, L.P., SR One Capital Partners I, LP, its General Partner, By: SR One Capital Management, LLC, its General Partner, By: /s/ Simeon George, Managing Member | 09/02/2021 | |
| SR One Co-Invest I, LP, By: SR One Co-Invest Manager I, LLC, its Manager, By: SR One Capital Management, LLC, its Manager, By: /s/ Simeon George, Managing Member | 09/02/2021 | |
| SR One Co-Invest Manager I, LLC, By: SR One Capital Management, LLC, its Manager, By: /s/ Simeon George, Managing Member | 09/02/2021 | |
| /s/ Simeon George | 09/02/2021 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||