Paul R. Fonteyne - Jan 13, 2022 Form 3 Insider Report for GELESIS HOLDINGS, INC. (GLSH)

Role
Director
Signature
/s/ David Abraham, Attorney-in-Fact
Stock symbol
GLSH
Transactions as of
Jan 13, 2022
Transactions value $
$0
Form type
3
Date filed
1/24/2022, 03:39 PM
Previous filing
Jan 10, 2022
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 72.4K Direct F1, F2
holding GLSH Stock Option (Right to Buy) Jan 13, 2022 Common Stock 104K $4.05 Direct F3
holding GLSH Stock Option (Right to Buy) Jan 13, 2022 Common Stock 38.9K $4.05 Direct F4
holding GLSH Stock Option (Right to Buy) Jan 13, 2022 Common Stock 38.9K $4.26 Direct F5
holding GLSH Stock Option (Right to Buy) Jan 13, 2022 Common Stock 38.9K $5.56 Direct F6
* 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 72,369 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 The shares underlying this option are fully vested and exercisable as of the date hereof.
F4 One-third of the shares underlying this option vested and became exercisable on December 18, 2019, with the remainder vesting in twelve substantially equal quarterly installments thereafter, subject to the reporting person's continued service on each such vesting date.
F5 One-third of the shares underlying this option vested and became exercisable on July 15, 2020, with the remainder vesting in twelve substantially equal quarterly installments thereafter, subject to the reporting person's continued service on each such vesting date.
F6 One-third of the shares underlying this option vested and became exercisable on April 23, 2021, with the remainder vesting in twelve 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 a director of the Issuer. Exhibit 24 - Power of Attorney