Initial Statement of Beneficial Ownership (3)
January 24 2022 - 04:39PM
Edgar (US Regulatory)
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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
Estimated average burden
hours per response... 0.5 |
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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 * FONTEYNE PAUL
R. |
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] |
|
(Last)
(First)
(Middle)
GELESIS HOLDINGS, INC., 501 BOYLSTON STREET, SUITE
6102 |
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director _____
10% Owner
_____ Officer (give title
below) _____
Other (specify below)
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(Street)
BOSTON, MA 02116
(City)
(State)
(Zip)
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5. If Amendment, Date Original
Filed(MM/DD/YYYY)
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6. Individual or Joint/Group
Filing(Check Applicable
Line)_X_ Form filed by One Reporting
Person
___ Form filed by More than One Reporting Person |
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 |
72369 |
(1)(2) |
D |
|
|
Stock Option (Right to Buy) |
(3) |
7/17/2028 |
Common Stock |
103681 |
$4.05 |
D |
|
|
Stock Option (Right to Buy) |
(4) |
12/18/2029 |
Common Stock |
38879 |
$4.05 |
D |
|
|
Stock Option (Right to Buy) |
(5) |
7/15/2030 |
Common Stock |
38879 |
$4.26 |
D |
|
|
Stock Option (Right to Buy) |
(6) |
4/23/2031 |
Common Stock |
38879 |
$5.56 |
D |
|
| Explanation of
Responses: |
| (1) |
On January 13, 2022, the
reporting person received the right to acquire 72,369 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; |
| (2) |
(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. |
| (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 December
18, 2019, with the remainder vesting in twelve substantially equal
quarterly installments thereafter, subject to the reporting
person's continued service on each such vesting date. |
| (5) |
One-third of the shares
underlying this option vested and became exercisable on July 15,
2020, with the remainder vesting in twelve substantially equal
quarterly installments thereafter, subject to the reporting
person's continued service on each such vesting date. |
| (6) |
One-third of the shares
underlying this option vested and became exercisable on April 23,
2021, with the remainder vesting in twelve 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 a director of the
Issuer. Exhibit 24 - Power of Attorney |
Reporting
Owners
|
|
Reporting Owner Name / Address |
Relationships
|
|
Director |
10% Owner |
Officer |
Other |
FONTEYNE PAUL R.
GELESIS HOLDINGS, INC.
501 BOYLSTON STREET, SUITE 6102
BOSTON, MA 02116 |
X |
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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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