David A. Pass - 13 Jan 2022 Form 3 Insider Report for GELESIS HOLDINGS, INC. (CPSR)

Role
Chief Op. & Comm. Officer
Signature
/s/ David Abraham, Attorney-in-Fact
Issuer symbol
CPSR
Transactions as of
13 Jan 2022
Net transactions value
$0
Form type
3
Filing time
24 Jan 2022, 15:45:14 UTC
Next filing
09 May 2022
SEC
View on sec.gov

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 13 Jan 2022 Common Stock 428,673 Direct F1, F2
holding GLSH Stock Option (Right to Buy) 13 Jan 2022 Common Stock 500,072 $4.05 Direct F3
holding GLSH Stock Option (Right to Buy) 13 Jan 2022 Common Stock 388,804 $4.05 Direct F3
holding GLSH Stock Option (Right to Buy) 13 Jan 2022 Common Stock 416,160 $4.26 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 428,673 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 July 15, 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.

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. Exhibit 24 - Power of Attorney