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

Role
President & CEO, 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, 03:50 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 465K Jan 13, 2022 Direct

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 1.18M Direct F1, F2
holding GLSH Stock Option (Right to Buy) Jan 13, 2022 Common Stock 335K $0.57 Direct F3
holding GLSH Stock Option (Right to Buy) Jan 13, 2022 Common Stock 441K $3.11 Direct F3
holding GLSH Stock Option (Right to Buy) Jan 13, 2022 Common Stock 4.53K $4.05 Direct F3
holding GLSH Stock Option (Right to Buy) Jan 13, 2022 Common Stock 391K $4.05 Direct F3
holding GLSH Stock Option (Right to Buy) Jan 13, 2022 Common Stock 77.8K $4.05 Direct F3
holding GLSH Stock Option (Right to Buy) Jan 13, 2022 Common Stock 454K $4.05 Direct F3
holding GLSH Stock Option (Right to Buy) Jan 13, 2022 Common Stock 1.04M $4.26 Direct F4
holding GLSH Restricted Stock Units Jan 13, 2022 Common Stock 389K Direct F5
* 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 1,180,446 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.
F5 Each restricted stock unit ("RSU") represents the contingent right to receive one share of the Issuer's common stock. The RSUs vest in full on November 10, 2022, contingent upon the Issuer's filing of Form S-8 to register the shares underlying the RSUs.

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 and director of the Issuer. Exhibit 24 - Power of Attorney