| 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)
| 2. Date of Event Requiring Statement (Month/Day/Year) 01/13/2022 | 3. Issuer Name and Ticker or Trading Symbol GELESIS HOLDINGS, INC. [ GLS ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
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) |
| 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 | ||||
| Earnout Shares | (1)(2) | 01/13/2027 | Common Stock | 238,146 | (1)(2) | D | |
| Stock Option (Right to Buy) | (3) | 08/29/2024 | Common Stock | 66,358 | 3.11 | D | |
| Stock Option (Right to Buy) | (3) | 02/16/2025 | Common Stock | 679 | 4.05 | D | |
| Stock Option (Right to Buy) | (3) | 06/15/2027 | Common Stock | 103,681 | 4.05 | D | |
| Stock Option (Right to Buy) | (3) | 07/17/2028 | Common Stock | 51,840 | 4.05 | D | |
| Stock Option (Right to Buy) | (4) | 07/15/2030 | Common Stock | 284,954 | 4.26 | D | |
| Stock Option (Right to Buy) | (5) | 06/03/2031 | Common Stock | 217,505 | 5.56 | D | |
| Explanation of Responses: |
| 1. On January 13, 2022, the reporting person received the right to acquire 238,146 shares of the Issuer's Common Stock (the "Earnout Shares"). |
| 2. The Earnout Shares shall vest and be released upon the satisfaction of certain share price vesting conditions (the "Earnout Conditions") as follows: (i) if, at any time prior to January 13, 2027 (the "Earnout Period") the volume-weighted average price ("VWAP") of the Issuer's Common Stock equals or exceeds $12.50 per share for any 20 trading days within a 30-trading day period, one third (1/3) of the Earnout Shares shall vest; (ii) if, at any time during the Earnout Period, the VWAP of the Issuer's Common Stock equals or exceeds $15.00 per share for any 20 trading days within a 30-trading day period, one third (1/3) of the Earnout Shares shall vest; and (iii) if, at any time during the Earnout Period, the VWAP of the Issuer's Common Stock equals or exceeds $17.50 per share for any 20 trading days within a 30-trading day period, one third (1/3) of the Earnout Shares shall vest. |
| 3. The shares underlying this option are fully vested and exercisable as of the date hereof. |
| 4. One-third of the shares underlying this option vested and became exercisable on July 15, 2021, with the remainder vesting in eight substantially equal quarterly installments thereafter, subject to the reporting person's continued service on each such vesting date. |
| 5. One-third of the shares underlying this option shall vest and exercisable on May 14, 2022, with the remainder vesting in eight substantially equal quarterly installments thereafter, subject to the reporting person's continued service on each such vesting date. |
| Remarks: |
| Immediately after the closing of the transactions contemplated by that certain Business Combination Agreement dated as of July 19, 2021, as amended, by and among the Issuer (f/k/a Capstar Special Purpose Acquisition Corp.), CPSR Gelesis Merger Sub, Inc. and Gelesis, Inc., the reporting person became an officer of the Issuer. Exhibit 24 - Power of Attorney |
| /s/ David Abraham, Attorney-in-Fact | 01/24/2022 | |
| ** 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. | ||
