Initial Statement of Beneficial Ownership (3)
January 24 2022 - 4:35PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Chiquette Elaine |
2. Date of Event Requiring Statement (MM/DD/YYYY)
1/13/2022
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3. Issuer Name and Ticker or Trading Symbol
GELESIS HOLDINGS, INC. [GLS]
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(Last)
(First)
(Middle)
GELESIS HOLDINGS, INC., 501 BOYLSTON STREET, SUITE 6102 |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director _____ 10% Owner
___X___ Officer (give title below) _____ Other (specify below)
Chief Scientific Officer / |
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(Street)
BOSTON, MA 02116
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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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) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
| Earnout Shares | (1)(2) | 1/13/2027 | Common Stock | 238146 | (1)(2) | D | |
| Stock Option (Right to Buy) | (3) | 6/15/2027 | Common Stock | 259203 | $4.05 | D | |
| Stock Option (Right to Buy) | (3) | 7/17/2028 | Common Stock | 324003 | $4.05 | D | |
| Stock Option (Right to Buy) | (4) | 7/15/2030 | Common Stock | 141811 | $4.26 | D | |
| Explanation of Responses: |
| (1) | On January 13, 2022, the reporting person received the right to acquire 238,146 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 |
| (2) | 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. |
| (3) | The shares underlying this option are fully vested and exercisable as of the date hereof. |
| (4) | 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. |
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 |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Chiquette Elaine
GELESIS HOLDINGS, INC.
501 BOYLSTON STREET, SUITE 6102
BOSTON, MA 02116 |
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| Chief Scientific Officer |
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Signatures
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| /s/ David Abraham, Attorney-in-Fact | | 1/24/2022 |
| **Signature of Reporting Person | Date |
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