Initial Statement of Beneficial Ownership (3)
January 24 2022 - 4:49PM
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
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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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Sannino Alessandro |
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)
Lead Project Scientist / |
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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) |
| 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)
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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 | (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
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Sannino Alessandro
GELESIS HOLDINGS, INC.
501 BOYLSTON STREET, SUITE 6102
BOSTON, MA 02116 |
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| Lead Project Scientist |
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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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