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

Role
Lead Project Scientist
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, 15:48:35 UTC
Next filing
09 May 2022
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding GLSH Common Stock 138,177 13 Jan 2022 Direct
holding GLSH Common Stock 623,727 13 Jan 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 13 Jan 2022 Common Stock 505,227 Direct F2, F3
holding GLSH Earnout Shares 13 Jan 2022 Common Stock 204,876 By One S.r.l F1, F2, F3
holding GLSH Warrants to purchase Common Stock 13 Jan 2022 Common Stock 974,206 $4.26 Direct
holding GLSH Stock Option (Right to Buy) 13 Jan 2022 Common Stock 92,341 $0.2200 Direct F4
holding GLSH Stock Option (Right to Buy) 13 Jan 2022 Common Stock 333,392 $0.5700 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