Initial Statement of Beneficial Ownership (3)
January 21 2022 - 05:24PM
Edgar (US Regulatory)
FORM 3
|
UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP
OF SECURITIES
|
OMB
APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response... 0.5 |
|
Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment
Company Act of 1940
|
|
1. Name
and Address of Reporting Person * SSD2, LLC |
2. Date of Event Requiring Statement
(MM/DD/YYYY)
1/13/2022
|
3. Issuer Name and Ticker or Trading
Symbol GELESIS HOLDINGS, INC. [GLS] |
(Last)
(First)
(Middle)
195 CHURCH STREET, 15TH FLOOR |
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director ___X___
10% Owner
_____ Officer (give title
below) _____
Other (specify below)
|
(Street)
NEW
HAVEN, CT 06510
(City)
(State)
(Zip)
|
5. If Amendment, Date Original
Filed(MM/DD/YYYY)
|
6. Individual or Joint/Group
Filing(Check Applicable
Line)___ Form filed by One Reporting
Person
_X_ Form filed by More than One Reporting Person |
Table I - Non-Derivative Securities Beneficially
Owned
|
1.Title of Security
(Instr. 4) |
2. Amount of Securities Beneficially Owned
(Instr. 4) |
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) |
4. Nature of Indirect Beneficial Ownership
(Instr. 5) |
Common Stock |
10856626 (1)(2) |
D |
|
Common Stock |
1200000 (1)(3) |
D |
|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 4) |
2. Date Exercisable and Expiration Date
(MM/DD/YYYY) |
3. Title and Amount of Securities Underlying
Derivative Security
(Instr. 4) |
4. Conversion or Exercise Price of Derivative
Security |
5. Ownership Form of Derivative Security: Direct (D)
or Indirect (I)
(Instr. 5) |
6. Nature of Indirect Beneficial Ownership
(Instr. 5) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Warrants (Right to Buy) |
(4) |
(4) |
Common Stock |
1297266 (1)(4) |
(4) |
D |
|
Options (Right to Buy) |
(5) |
(5) |
Common Stock |
51840 (1)(5) |
(5) |
D |
|
Earnout Shares |
(6)(7) |
(6)(7) |
Common Stock |
3710604 (1)(6)(7) |
(6)(7) |
D |
|
Explanation of
Responses: |
(1) |
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. |
(2) |
Held of record by SSD2,
LLC. |
(3) |
Held of record by KLP
Enterprises LLC. |
(4) |
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. |
(5) |
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. |
(6) |
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; |
(7) |
(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. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
SSD2, LLC
195 CHURCH STREET, 15TH FLOOR
NEW HAVEN, CT 06510 |
|
X |
|
|
Bomsmaster LLC
195 CHURCH STREET, 15TH FLOOR
NEW HAVEN, CT 06510 |
|
X |
|
|
KLP Enterprises, LLC
271 WHITNEY AVENUE
NEW HAVEN, CT 06511 |
|
X |
|
|
Boms Elon
195 CHURCH STREET, 15TH FLOOR
NEW HAVEN, CT 06510 |
|
X |
|
|
Wingate Andrew D.
271 WHITNEY AVENUE
NEW HAVEN, CT 06511 |
|
X |
|
|
Signatures
|
SSD2, LLC, By: BomsMaster LLC, its sole member,
By: /s/ Elon S. Boms, as Manager |
|
1/21/2022 |
**Signature of Reporting
Person |
Date |
BomsMaster LLC, By: /s/ Elon S. Boms, as
Manager |
|
1/21/2022 |
**Signature of Reporting
Person |
Date |
KLP Enterprises LLC, By: /s/ Andrew D. Wingate,
as Manager |
|
1/21/2022 |
**Signature of Reporting
Person |
Date |
/s/ Elon S. Boms |
|
1/21/2022 |
**Signature of Reporting
Person |
Date |
/s/ Andrew D. Wingate |
|
1/21/2022 |
**Signature of Reporting
Person |
Date |
Gelesis (NYSE:GLS)
Historical Stock Chart
From Jul 2022 to Aug 2022
Gelesis (NYSE:GLS)
Historical Stock Chart
From Aug 2021 to Aug 2022