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

Role
Lead Project Scientist
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, 03:48 PM
Next filing
May 9, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding GLSH Common Stock 138K Jan 13, 2022 Direct
holding GLSH Common Stock 624K Jan 13, 2022 By One S.r.l F1

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 505K Direct F2, F3
holding GLSH Earnout Shares Jan 13, 2022 Common Stock 205K By One S.r.l F1, F2, F3
holding GLSH Warrants to purchase Common Stock Jan 13, 2022 Common Stock 974K $4.26 Direct
holding GLSH Stock Option (Right to Buy) Jan 13, 2022 Common Stock 92.3K $0.22 Direct F4
holding GLSH Stock Option (Right to Buy) Jan 13, 2022 Common Stock 333K $0.57 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Securities held directly by One S.r.l. The reporting person disclaims beneficial ownership of the shares held by One S.r.l, except to the extent of his pecuniary interest therein.
F2 On January 13, 2022, the reporting person received the right to acquire an aggregate of 710,103 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; (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
F3 (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.
F4 The shares underlying this option are fully vested and exercisable as of the date hereof.

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