Ssd2, Llc - Jan 13, 2022 Form 3 Insider Report for GELESIS HOLDINGS, INC. (GLSH)

Role
10%+ Owner
Signature
SSD2, LLC, By: BomsMaster LLC, its sole member, By: /s/ Elon S. Boms, as Manager
Stock symbol
GLSH
Transactions as of
Jan 13, 2022
Transactions value $
$0
Form type
3
Date filed
1/21/2022, 04:23 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding GLSH Common Stock 10.9M Jan 13, 2022 Direct F1, F2
holding GLSH Common Stock 1.2M Jan 13, 2022 Direct F1, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding GLSH Warrants (Right to Buy) Jan 13, 2022 Common Stock 1.3M Direct F1, F4
holding GLSH Options (Right to Buy) Jan 13, 2022 Common Stock 51.8K Direct F1, F5
holding GLSH Earnout Shares Jan 13, 2022 Common Stock 3.71M Direct F1, F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Elon S. Boms and Andrew D. Wingate are co-managers of BomsMaster LLC, which is the sole member of SSD2, LLC. BomsMaster LLC is controlled by KLP Enterprises LLC. Mr. Wingate is the sole manager of KLP Enterprises LLC. SSD2, LLC, BomsMaster LLC, KLP Enterprises LLC, Mr. Boms and Mr. Wingate (collectively, the "Reporting Persons") may each be deemed to share voting and dispositive power over the securities reported hereby. Each of them disclaims beneficial ownership over the shares, except to the extent of any pecuniary interest therein. The Reporting Persons may be deemed to be members of a "group," within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons.
F2 Held of record by SSD2, LLC.
F3 Held of record by KLP Enterprises LLC.
F4 Held of record by SSD2, LLC. Represents 1,297,266 warrants to purchase shares of Common Stock, par value $0.0001 per share (the "Common Stock") of Gelesis Holdings, Inc. (the "Issuer"), at a price of $0.02 per share, on a one-for-one basis. The warrants are exercisable at the option of the holder and expire on August 16, 2023.
F5 Held of record by SSD2, LLC. Represents 51,840 options to purchase shares of Common Stock, at a price of $4.05 per share, on a one-for-one basis. The options are fully vested. 25,920 options expire on July 17, 2028 and 25,920 options expire on June 15, 2027.
F6 Held of record by SSD2, LLC. Represents the contingent right to receive up to 3,710,604 shares of Common Stock subject to certain vesting conditions (the "Earnout Shares"). The Earnout Shares shall vest and be released upon the satisfaction of certain share price vesting conditions as follows: (i) if, at any time prior to January 13, 2027 (the "Earnout Period") the volume-weighted average price ("VWAP") of the 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 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;
F7 (continued from footnote 6) and (iii) if, at any time during the Earnout Period, the VWAP of the 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. The Earnout Shares will also vest in connection with any change of control transaction with respect to the Issuer if the applicable thresholds are met in such change of control transaction during the Earnout Period.