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

Role
Genrl Counsel, CCO & Secretary
Signature
/s/ David Abraham
Stock symbol
GLSH
Transactions as of
Jan 13, 2022
Transactions value $
$0
Form type
3
Date filed
1/24/2022, 03:30 PM
Next filing
May 9, 2022

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 Earnout Shares Jan 13, 2022 Common Stock 118K Direct F1, F2
holding GLSH Stock Option (Right to Buy) Jan 13, 2022 Common Stock 90.7K $4.26 Direct F3
holding GLSH Stock Option (Right to Buy) Jan 13, 2022 Common Stock 268K $9.46 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On January 13, 2022, the reporting person received the right to acquire 117,726 shares of the Issuer's Common Stock (the "Earnout Shares"). The Earnout Shares shall vest and be released upon the satisfaction of certain share price vesting conditions (the "Earnout Conditions") as follows: (i) if, at any time prior to January 13, 2027 (the "Earnout Period") the volume-weighted average price ("VWAP") of the Issuer's 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;
F2 (ii) if, at any time during the Earnout Period, the VWAP of the Issuer's 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; and (iii) if, at any time during the Earnout Period, the VWAP of the Issuer's 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.
F3 One-third of the shares underlying this option vested and became exercisable on December 9, 2021, with the remainder vesting in eight substantially equal quarterly installments thereafter, subject to the reporting person's continued service on each such vesting date.
F4 One-third of the shares underlying this option shall vest and become exercisable on August 1, 2022, with the remainder vesting in eight substantially equal quarterly installments thereafter, subject to the reporting person's continued service on each such vesting date.

Remarks:

Immediately after the closing of the transactions contemplated by that certain Business Combination Agreement dated as of July 19, 2021, as amended, by and among the Issuer (f/k/a Capstar Special Purpose Acquisition Corp.), CPSR Gelesis Merger Sub, Inc. and Gelesis, Inc., the reporting person became an officer of the Issuer.