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

Role
10%+ Owner
Signature
/s/ David Piesing, Director of Manager, on behalf of HPSO SPV Limited
Stock symbol
GLSH
Transactions as of
Jan 13, 2022
Transactions value $
$0
Form type
3
Date filed
1/21/2022, 10:52 AM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding GLSH Common Stock 12.2M Jan 13, 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 Jan 13, 2022 Common Stock 4M 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.