Sec Form 3 Filing - PureTech Health plc @ GELESIS HOLDINGS, INC. - 2022-01-13

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
PureTech Health plc
2. Issuer Name and Ticker or Trading Symbol
GELESIS HOLDINGS, INC. [ NYSE: GLS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
6 TIDE STREET, SUITE 400
3. Date of Earliest Transaction (MM/DD/YY)
01/13/2022
(Street)
BOSTON, MA02210
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 16,727,582 I See footnote( 1 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 4.05 ( 2 ) 06/15/2027 Common Stock 77,760 I See footnote( 1 )
Stock Option (Right to Buy) $ 4.05 ( 3 ) 07/17/2028 Common Stock 77,760 I See footnote( 1 )
Stock Warrant $ 0.02 ( 4 ) 08/16/2023 Common Stock 216,208 I See footnote( 1 )
Earnout Shares( 5 ) ( 5 ) ( 5 ) ( 5 ) Common Stock 4,526,622 I See footnote( 1 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PureTech Health plc
6 TIDE STREET, SUITE 400
BOSTON, MA02210
X
PureTech Health LLC
6 TIDE STREET, SUITE 400
BOSTON, MA02210
X
Signatures
/s/ Daphne Zohar 01/21/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )PureTech Health LLC directly holds all of the securities reported in this Form 3. PureTech Health plc is the parent company of PureTech Health LLC, and has the power to direct the voting and disposition of securities held by PureTech Health LLC.
( 2 )The stock option is currently vested and exercisable.
( 3 )The stock option is currently vested and exercisable.
( 4 )The warrant is currently exercisable.
( 5 )On January 13, 2022, the reporting person received the right to acquire certain shares of the Issuer's Common Stock (the "Earnout Shares") pursuant to the Business Combination Agreement ("BCA") dated as of July 19, 2021, as amended on November 8, 2021, by and among Capstar Special Purpose Acquisition Corp., CPSR Merger Sub and Gelesis, Inc. ("Private Gelesis"). The Earnout Shares shall vest and be released upon the satisfaction of certain share price vesting conditions prior to January 13, 2027, as set forth in the BCA.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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