Form 3 GELESIS HOLDINGS, INC. For: Jan 13 Filed by: HPSO SPV Ltd

January 21, 2022 11:54 AM EST

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FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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 *
HPSO SPV Ltd

(Last) (First) (Middle)
SARNIA HOUSE,
LE TRUCHOT

(Street)
ST PETER PORT Y7 GY1 4NA

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
01/13/2022
3. Issuer Name and Ticker or Trading Symbol
GELESIS HOLDINGS, INC. [ GLS ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
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 12,181,993
D
 
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: 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
Right to Acquire Earnout Shares   (1) 01/13/2027 Common Stock 4,001,505 (1) D  
Explanation of Responses:
1. The Reporting Person holds a right to acquire up to 4,001,505 shares of Common Stock (the "Earnout Shares"). The Earnout Shares shall vest and be released upon the satisfaction, at any time prior to January 13, 2027, of certain share price vesting conditions as follows: (i) if the volume-weighted average price ("VWAP") of the 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 the VWAP of the Common Stock equals or exceeds $15.00 per share for any 20 trading days within a 30-trading day period, an additional one-third ( 1/3) of the Earnout Shares shall vest; and (iii) if the VWAP of the Common Stock equals or exceeds $17.50 per share for any 20 trading days within a 30-trading day period, the final one-third ( 1/3) of the Earnout Shares shall vest.
/s/ David Piesing, Director of Manager, on behalf of HPSO SPV Limited 01/21/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.


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