Sec Form 3 Filing - Zohar Yishai @ GELESIS HOLDINGS, INC. - 2022-01-13

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 Zohar Yishai 2. Issuer Name and Ticker or Trading Symbol GELESIS HOLDINGS, INC. [ GLS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President & CEO (Last) (First) (Middle) GELESIS HOLDINGS, INC., 501 BOYLSTON STREET, SUITE 6102 3. Date of Earliest Transaction (MM/DD/YY) 01/13/2022 (Street) BOSTON, MA02116 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 465,121 D

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 Earnout Shares ( 1 )( 2 ) ( 1 )( 2 ) 01/13/2027 Common Stock 1,180,446 D Stock Option (Right to Buy) $ 0.57 ( 3 ) 06/25/2022 Common Stock 335,349 D Stock Option (Right to Buy) $ 3.11 ( 3 ) 08/29/2024 Common Stock 441,070 D Stock Option (Right to Buy) $ 4.05 ( 3 ) 02/16/2025 Common Stock 4,525 D Stock Option (Right to Buy) $ 4.05 ( 3 ) 09/07/2026 Common Stock 390,595 D Stock Option (Right to Buy) $ 4.05 ( 3 ) 06/15/2027 Common Stock 77,760 D Stock Option (Right to Buy) $ 4.05 ( 3 ) 07/17/2028 Common Stock 453,605 D Stock Option (Right to Buy) $ 4.26 ( 4 ) 07/15/2030 Common Stock 1,036,884 D Restricted Stock Units ( 5 ) ( 5 ) ( 5 ) Common Stock 388,804 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Zohar Yishai GELESIS HOLDINGS, INC. 501 BOYLSTON STREET, SUITE 6102 BOSTON, MA02116 X President & CEO Signatures /s/ David Abraham, Attorney-in-Fact 01/24/2022 Signature of Reporting Person Date

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

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

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