PureTech Health plc - 01 May 2023 Form 4 Insider Report for GELESIS HOLDINGS, INC. (CPSR)

Role
10%+ Owner
Signature
PURETECH HEALTH PLC By: /s/ Bharatt Chowrira, Name: Bharatt Chowrira, Title: President, Chief Business, Financial and Operating Officer
Issuer symbol
CPSR
Transactions as of
01 May 2023
Net transactions value
+$29,000,000,000,000
Form type
4
Filing time
03 May 2023, 16:30:31 UTC
Previous filing
29 Aug 2022
Next filing
31 May 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 $25,000,000,000,000 +5,000,000 $5000000.00* 5,000,000 01 May 2023 Common Stock 18,634,597 $0.2744 By PureTech Health LLC F1, F2
transaction GLSH Convertible Note Purchase $4,000,000,000,000 +2,000,000 $2000000.00* 2,000,000 01 May 2023 Common Stock 109,890,110 $0.0182 By PureTech Health LLC F2
transaction GLSH Warrants Purchase +23,688,047 23,688,047 01 May 2023 Common Stock 23,688,047 $0.2744 By PureTech Health LLC F1, F3
transaction GLSH Warrants Purchase +192,307,692 192,307,692 01 May 2023 Common Stock 192,307,692 $0.0182 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