Initial Statement of Beneficial Ownership (3)
January 24 2022 - 04:49PM
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 * Sannino
Alessandro |
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)
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)
Lead Project Scientist / |
|
(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
|
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 |
138177 |
D |
|
|
Common Stock |
623727 |
I |
By One S.r.l (1) |
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 |
|
Earnout Shares |
(2)(3) |
1/13/2027 |
Common Stock |
505227 |
(2)(3) |
D |
|
|
Earnout Shares |
(2)(3) |
1/13/2027 |
Common Stock |
204876 |
(2)(3) |
I |
By One S.r.l (1) |
|
Warrants to purchase Common Stock |
10/28/2020 |
10/28/2030 |
Common Stock |
974206 |
$4.26 |
D |
|
|
Stock Option (Right to Buy) |
(4) |
1/31/2023 |
Common Stock |
92341 |
$0.22 |
D |
|
|
Stock Option (Right to Buy) |
(4) |
6/25/2022 |
Common Stock |
333392 |
$0.57 |
D |
|
| Explanation of
Responses: |
| (1) |
Securities held directly by
One S.r.l. The reporting person disclaims beneficial ownership of
the shares held by One S.r.l, except to the extent of his pecuniary
interest therein. |
| (2) |
On January 13, 2022, the
reporting person received the right to acquire an aggregate of
710,103 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 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 |
| (3) |
(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. |
| (4) |
The shares underlying this
option are fully vested and exercisable as of the date
hereof. |
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
|
|
Reporting Owner Name / Address |
Relationships
|
|
Director |
10% Owner |
Officer |
Other |
Sannino Alessandro
GELESIS HOLDINGS, INC.
501 BOYLSTON STREET, SUITE 6102
BOSTON, MA 02116 |
|
|
Lead Project Scientist |
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Signatures
|
|
/s/ David Abraham,
Attorney-in-Fact |
|
1/24/2022 |
| **Signature
of Reporting Person |
Date |
Gelesis (NYSE:GLS)
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