PureTech Health plc - May 1, 2023 Form 4 Insider Report for GELESIS HOLDINGS, INC. (GLSH)

Role
10%+ Owner
Signature
PURETECH HEALTH PLC By: /s/ Bharatt Chowrira, Name: Bharatt Chowrira, Title: President, Chief Business, Financial and Operating Officer
Stock symbol
GLSH
Transactions as of
May 1, 2023
Transactions value $
$29,000,000,000,000
Form type
4
Date filed
5/3/2023, 04:30 PM
Previous filing
Aug 29, 2022
Next filing
May 31, 2023

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
transaction GLSH Convertible Note Purchase $25T +5M $5,000,000.00* 5M May 1, 2023 Common Stock 18.6M $0.27 By PureTech Health LLC F1, F2
transaction GLSH Convertible Note Purchase $4T +2M $2,000,000.00* 2M May 1, 2023 Common Stock 110M $0.02 By PureTech Health LLC F2
transaction GLSH Warrants Purchase +23.7M 23.7M May 1, 2023 Common Stock 23.7M $0.27 By PureTech Health LLC F1, F3
transaction GLSH Warrants Purchase +192M 192M May 1, 2023 Common Stock 192M $0.02 By PureTech Health LLC F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Pursuant to a Note and Warrant Purchase Agreement, on February 21, 2023, the Issuer issued to PureTechHealth LLC convertible notes in an aggregate principal amount of $5,000,000 as well as warrants to purchase 23,688,047 shares of common stock. At the time of issuance, both the conversion of the convertible notes and exercise of the warrants was subject to the Issuer first receiving stockholder approval for the issuance of the underlying shares of common stock. On May 1, 2023, the Issuer and the Reporting Persons amended the terms of the convertible notes and warrants to remove this restriction on conversion and exercise, respectively.
F2 The number of shares underlying the convertible notes reported herein is based on the outstanding principal amount plus accrued and unpaid interest as of April 30, 2023, and such number is subject to adjustment in accordance with the terms of the convertible notes.
F3 The warrants were issued in connection with the purchase of the convertible note purchases reported herein