Initial Statement of Beneficial Ownership (3)
24 Enero 2022 - 3:50PM
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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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
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Zohar Yishai |
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)
__X__ Director _____ 10% Owner ___X___ Officer (give title below) _____ Other (specify below) President & CEO / |
(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 | 465121 | D | |
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 | 1180446 | (1)(2) | D | |
Stock Option (Right to Buy) | (3) | 6/25/2022 | Common Stock | 335349 | $0.57 | D | |
Stock Option (Right to Buy) | (3) | 8/29/2024 | Common Stock | 441070 | $3.11 | D | |
Stock Option (Right to Buy) | (3) | 2/16/2025 | Common Stock | 4525 | $4.05 | D | |
Stock Option (Right to Buy) | (3) | 9/7/2026 | Common Stock | 390595 | $4.05 | D | |
Stock Option (Right to Buy) | (3) | 6/15/2027 | Common Stock | 77760 | $4.05 | D | |
Stock Option (Right to Buy) | (3) | 7/17/2028 | Common Stock | 453605 | $4.05 | D | |
Stock Option (Right to Buy) | (4) | 7/15/2030 | Common Stock | 1036884 | $4.26 | D | |
Restricted Stock Units | (5) | (5) | Common Stock | 388804 | (5) | D | |
Explanation of Responses: |
(1) | On January 13, 2022, the reporting person received the right to acquire 1,180,446 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 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. |
(5) | Each restricted stock unit ("RSU") represents the contingent right to receive one share of the Issuer's common stock. The RSUs vest in full on November 10, 2022, contingent upon the Issuer's filing of Form S-8 to register the shares underlying the RSUs. |
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 and director of the Issuer. Exhibit 24 - Power of Attorney |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Zohar Yishai GELESIS HOLDINGS, INC. 501 BOYLSTON STREET, SUITE 6102 BOSTON, MA 02116 | X |
| President & CEO |
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Signatures
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/s/ David Abraham, Attorney-in-Fact | | 1/24/2022 |
**Signature of Reporting Person | Date |
Capstar Special Purpose ... (NYSE:CPSR)
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