HPSO SPV Ltd - 13 Jan 2022 Form 3 Insider Report for GELESIS HOLDINGS, INC. (CPSR)

Role: 10%+ Owner
Signature: /s/ David Piesing, Director of Manager, on behalf of HPSO SPV Limited
Issuer symbol: CPSR
Transactions as of: 13 Jan 2022
Net transactions value: $0
Form type: 3
Filing time: 21 Jan 2022, 10:52:53 UTC
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	GLSH	Common Stock						12,181,993	13 Jan 2022	Direct

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	Right to Acquire Earnout Shares							13 Jan 2022	Common Stock	4,001,505		Direct	F1

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The Reporting Person holds a right to acquire up to 4,001,505 shares of Common Stock (the "Earnout Shares"). The Earnout Shares shall vest and be released upon the satisfaction, at any time prior to January 13, 2027, of certain share price vesting conditions as follows: (i) if 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 the VWAP of the Common Stock equals or exceeds $15.00 per share for any 20 trading days within a 30-trading day period, an additional one-third ( 1/3) of the Earnout Shares shall vest; and (iii) if the VWAP of the Common Stock equals or exceeds $17.50 per share for any 20 trading days within a 30-trading day period, the final one-third ( 1/3) of the Earnout Shares shall vest.

Content

The Reporting Person holds a right to acquire up to 4,001,505 shares of Common Stock (the "Earnout Shares"). The Earnout Shares shall vest and be released upon the satisfaction, at any time prior to January 13, 2027, of certain share price vesting conditions as follows: (i) if 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 the VWAP of the Common Stock equals or exceeds $15.00 per share for any 20 trading days within a 30-trading day period, an additional one-third ( 1/3) of the Earnout Shares shall vest; and (iii) if the VWAP of the Common Stock equals or exceeds $17.50 per share for any 20 trading days within a 30-trading day period, the final one-third ( 1/3) of the Earnout Shares shall vest.