SSD2, LLC - 13 Jan 2022 Form 3 Insider Report for GELESIS HOLDINGS, INC. (CPSR)

Source evidence Original filing metadata and source links for verification. 3 source fields
SEC form
3
Accepted by SEC
21 Jan 2022, 16:23:03 UTC
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
SSD2, LLC, By: BomsMaster LLC, its sole member, By: /s/ Elon S. Boms, as Manager

Key filing fact

SSD2, LLC filed Form 3 for GELESIS HOLDINGS, INC. (CPSR) on 21 Jan 2022.

Key facts

  • This page summarizes SSD2, LLC's Form 3 filing for GELESIS HOLDINGS, INC. (CPSR).
  • 0 reported transactions and 3 derivative rows are listed below.
  • Accepted by SEC: 21 Jan 2022, 16:23.

Change

  • No earlier filing in this sequence is available for direct comparison.
  • Current net transaction value: $0.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Official SEC source

Ownership activity is grounded in SEC Form 3 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

GLSH holding

Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
10,856,626
Date
13 Jan 2022
Ownership
Direct
Footnotes
F1, F2
GLSH holding

Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
1,200,000
Date
13 Jan 2022
Ownership
Direct
Footnotes
F1, F3

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

GLSH holding Derivative

Warrants (Right to Buy)

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
Date
13 Jan 2022
Ownership
Direct
Underlying class
Common Stock
Underlying amount
1,297,266
Exercise price
Footnotes
F1, F4
GLSH holding Derivative

Options (Right to Buy)

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
Date
13 Jan 2022
Ownership
Direct
Underlying class
Common Stock
Underlying amount
51,840
Exercise price
Footnotes
F1, F5
GLSH holding Derivative

Earnout Shares

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
Date
13 Jan 2022
Ownership
Direct
Underlying class
Common Stock
Underlying amount
3,710,604
Exercise price
Footnotes
F1, F6, F7
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 7 footnotes

Footnote F1

Elon S. Boms and Andrew D. Wingate are co-managers of BomsMaster LLC, which is the sole member of SSD2, LLC. BomsMaster LLC is controlled by KLP Enterprises LLC. Mr. Wingate is the sole manager of KLP Enterprises LLC. SSD2, LLC, BomsMaster LLC, KLP Enterprises LLC, Mr. Boms and Mr. Wingate (collectively, the "Reporting Persons") may each be deemed to share voting and dispositive power over the securities reported hereby. Each of them disclaims beneficial ownership over the shares, except to the extent of any pecuniary interest therein. The Reporting Persons may be deemed to be members of a "group," within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons.

Footnote F2

Held of record by SSD2, LLC.

Footnote F3

Held of record by KLP Enterprises LLC.

Footnote F4

Held of record by SSD2, LLC. Represents 1,297,266 warrants to purchase shares of Common Stock, par value $0.0001 per share (the "Common Stock") of Gelesis Holdings, Inc. (the "Issuer"), at a price of $0.02 per share, on a one-for-one basis. The warrants are exercisable at the option of the holder and expire on August 16, 2023.

Footnote F5

Held of record by SSD2, LLC. Represents 51,840 options to purchase shares of Common Stock, at a price of $4.05 per share, on a one-for-one basis. The options are fully vested. 25,920 options expire on July 17, 2028 and 25,920 options expire on June 15, 2027.

Footnote F6

Held of record by SSD2, LLC. Represents the contingent right to receive up to 3,710,604 shares of Common Stock subject to certain vesting conditions (the "Earnout Shares"). The Earnout Shares shall vest and be released upon the satisfaction of certain share price vesting conditions as follows: (i) if, at any time prior to January 13, 2027 (the "Earnout Period") the volume-weighted average price ("VWAP") of the 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 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;

Footnote F7

(continued from footnote 6) and (iii) if, at any time during the Earnout Period, the VWAP of the 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. The Earnout Shares will also vest in connection with any change of control transaction with respect to the Issuer if the applicable thresholds are met in such change of control transaction during the Earnout Period.

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