Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
EFFECTOR THERAPEUTICS, INC.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
28202V108
(CUSIP Number)
James Evangelista
Chief Financial Officer
The Column Group II, LP
1 Letterman Drive, Building D, Suite DM-900
San Francisco, CA 94129
(415) 865-2050
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 15, 2023
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following pages)
| CUSIP No. 28202V108 | 13D |
| 1 |
NAMES OF REPORTING PERSONS
The Column Group II, LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (see instructions)
WC | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
4,091,734 (1) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
4,0 91,734 (1) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,091,734 (1) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
6.6% (2) | |||||
| 14 | TYPE OF REPORTING PERSON (see instructions)
PN | |||||
| (1) | All such shares are held of record by TCG II LP (as defined in Item 2(a) below). TCG II GP LP (as defined in Item 2(a) below) is the general partner of TCG II LP and may be deemed to have voting, investment and dispositive power with respect to these securities. Peter Svennilson and David Goeddel are the managing partners of TCG II LP and may each be deemed to share voting, investment and dispositive power with respect to these securities. |
| (2) | Based on 61,765,616 shares of Common Stock outstanding as of July 31, 2023, as reported by the Issuer to the Reporting Persons in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, filed with the Securities and Exchange Commission (the “Commission”) on August 8, 2023 (the “Form 10-Q”). |
| CUSIP No. 28202V108 | 13D |
| 1 |
NAMES OF REPORTING PERSONS
The Column Group II GP, LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (see instructions)
WC | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
4,091,734 (1) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
4,091,734 (1) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,091,734 (1) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
6.6% (2) | |||||
| 14 | TYPE OF REPORTING PERSON (see instructions)
PN | |||||
| (1) | All such shares are held of record by TCG II LP. TCG II GP LP is the general partner of TCG II LP and may be deemed to have voting, investment and dispositive power with respect to these securities. Peter Svennilson and David Goeddel are the managing partners of TCG II LP and may each be deemed to share voting, investment and dispositive power with respect to these securities. |
| (2) | Based on 61,765,616 shares of Common Stock outstanding as of July 31, 2023, as reported by the Issuer to the Reporting Persons in the Form 10-Q. |
| CUSIP No. 28202V108 | 13D |
| 1 |
NAMES OF REPORTING PERSONS
David Goeddel | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (see instructions)
AF | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
4,091,734 (1) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
4,091,734 (1) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,091,734 (1) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
6.6% (2) | |||||
| 14 | TYPE OF REPORTING PERSON (see instructions)
IN | |||||
| (1) | All such shares are held of record by TCG II LP. TCG II GP LP is the general partner of TCG II LP and may be deemed to have voting, investment and dispositive power with respect to these securities. Peter Svennilson and David Goeddel are the managing partners of TCG II LP and may each be deemed to share voting, investment and dispositive power with respect to these securities. |
| (2) | Based on 61,765,616 shares of Common Stock outstanding as of July 31, 2023, as reported by the Issuer to the Reporting Persons in the Form 10-Q. |
| CUSIP No. 28202V108 | 13D |
| 1 |
NAMES OF REPORTING PERSONS
Peter Svennilson | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (see instructions)
AF | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Sweden | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
4,091,734 (1) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
4,091,734 (1) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,091,734 (1) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 13 | &#x A0; PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
6.6% (2) | |||||
| 14 | TYPE OF REPORTING PERSON (see instructions)
IN | |||||
| (1) | All such shares are held of record by TCG II LP. TCG II GP LP is the general partner of TCG II LP and may be deemed to have voting, investment and dispositive power with respect to these securities. Peter Svennilson and David Goeddel are the managing partners of TCG II LP and may each be deemed to share voting, investment and dispositive power with respect to these securities. |
| (2) | Based on 61,765,616 shares of Common Stock outstanding as of July 31, 2023, as reported by the Issuer to the Reporting Persons in the Form 10-Q. |
| CUSIP No. 28202V108 | 13D |
Explanatory Note
This joint statement on Schedule 13D/A (this “Statement”) is filed with respect to the Common Stock, par value $0.0001 per share (“Common Stock”), of eFFECTOR Therapeutics, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 142 North Cedros Avenue, Suite B, CA 92075.
This Amendment No. 1. (this “Amendment”) supplements and amends the Schedule 13D relating to the Common Stock of the Issuer that was filed with the Commission on September 7, 2021 (the “Original Schedule 13D”). This Amendment is being filed to update the aggregate percentage of the Common Stock owned by the Reporting Persons due to dilution caused by the Issuer’s sales of additional shares of Common Stock from time to time since the date of the Original 13D and report the sales by the Reporting Persons of shares of Common Stock as set forth in Item 3 of this Statement. Such increases in total number of shares of Common Stock outstanding resulted in a decrease of over one percent (1%) in the aggregate percentage ownership reported by the Reporting Persons in the Original Schedule 13D. Only those items that are reported are hereby amended; all other items reported in the Original Schedule 13D remain unchanged. Capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Original Schedule 13D. Information given in response to each item shall be deemed incorporated by reference in all other items as applicable.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended by adding the following as the last paragraphs thereof:
On September 6, 2023, TCG II LP sold 29,563 shares of Common Stock for a weighted-average price of $0.6857 per share and an aggregate sales price of $20,271.35.
On September 7, 2023, TCG II LP sold 40,435 shares of Common Stock for a weighted-average price of $0.6727 per share and an aggregate sales price of $27,200.62.
On September 8, 2023, TCG II LP sold 17,899 shares of Common Stock for a weighted-average price of $0.6432 per share and an aggregate sales price of $11,512.64.
On September 11, 2023, TCG II LP sold 19,732 shares of Common Stock for a weighted-average price of $0.6373 per share and an aggregate sales price of $12,575.20.
On September 12, 2023, TCG II LP sold 26,884 shares of Common Stock for a weighted-average price of $0.6516 per share and an aggregate sales price of $17,517.61.
On September 13, 2023, TCG II LP sold 43,017 shares of Common Stock for a weighted-average price of $0.6565 per share and an aggregate sales price of $28,240.66.
On September 14, 2023, TCG II LP sold 40,065 shares of Common Stock for a weighted-average price of $0.6205 per share and an aggregate sales price of $24,860.33.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: September 15, 2023
| THE COLUMN GROUP II, LP | THE COLUMN GROUP II GP, LP | |||||||
| By: | The Column Group II GP, LP | |||||||
| By: | /s/ James Evangelista | By: | /s/ James Evangelista | |||||
| Name: | James Evangelista | Name: | James Evangelista | |||||
| Title: | Attorney-in-Fact | Title: | Attorney-in-Fact | |||||
| PETER SVENNILSON | DAVID GOEDDEL | |||||||
| By: | /s/ James Evangelista | By: | /s/ James Evangelista | |||||
| Name: | James Evangelista | Name: | James Evangelista | |||||
| Title: | Attorney-in-Fact | Title: | Attorney-in-Fact | |||||