0000899243-22-002901.txt : 20220121
0000899243-22-002901.hdr.sgml : 20220121
20220121172303
ACCESSION NUMBER: 0000899243-22-002901
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220113
FILED AS OF DATE: 20220121
DATE AS OF CHANGE: 20220121
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Wingate Andrew D.
CENTRAL INDEX KEY: 0001498928
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39362
FILM NUMBER: 22546830
MAIL ADDRESS:
STREET 1: C/O GEORGE BRENCHER
STREET 2: 271 WHITNEY AVENUE
CITY: NEW HAVEN
STATE: CT
ZIP: 06511
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KLP Enterprises, LLC
CENTRAL INDEX KEY: 0001593399
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1213
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39362
FILM NUMBER: 22546832
BUSINESS ADDRESS:
STREET 1: C/O GEORGE BRENCHER
STREET 2: 271 WHITNEY AVENUE
CITY: NEW HAVEN
STATE: CT
ZIP: 06511
BUSINESS PHONE: 203-772-2600
MAIL ADDRESS:
STREET 1: C/O GEORGE BRENCHER
STREET 2: 271 WHITNEY AVENUE
CITY: NEW HAVEN
STATE: CT
ZIP: 06511
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Bomsmaster LLC
CENTRAL INDEX KEY: 0001904983
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39362
FILM NUMBER: 22546833
BUSINESS ADDRESS:
STREET 1: 195 CHURCH STREET, 15TH FLOOR
CITY: NEW HAVEN
STATE: CT
ZIP: 06510
BUSINESS PHONE: (203) 680-8543
MAIL ADDRESS:
STREET 1: 195 CHURCH STREET, 15TH FLOOR
CITY: NEW HAVEN
STATE: CT
ZIP: 06510
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SSD2, LLC
CENTRAL INDEX KEY: 0001641044
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39362
FILM NUMBER: 22546834
BUSINESS ADDRESS:
STREET 1: 142 TEMPLE STREET, SUITE 206
CITY: NEW HAVEN
STATE: CT
ZIP: 06511
BUSINESS PHONE: 203-745-0974
MAIL ADDRESS:
STREET 1: 142 TEMPLE STREET, SUITE 206
CITY: NEW HAVEN
STATE: CT
ZIP: 06511
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Boms Elon
CENTRAL INDEX KEY: 0001640948
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39362
FILM NUMBER: 22546831
MAIL ADDRESS:
STREET 1: C/O THIMBLE POINT ACQUISITION CORP.
STREET 2: 195 CHURCH STREET, 15TH FLOOR
CITY: NEW HAVEN
STATE: CT
ZIP: 06510
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: GELESIS HOLDINGS, INC.
CENTRAL INDEX KEY: 0001805087
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 844730610
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 501 BOYLSTON STREET, SUITE 6102
CITY: BOSTON
STATE: MA
ZIP: 02116
BUSINESS PHONE: 857-327-7737
MAIL ADDRESS:
STREET 1: 501 BOYLSTON STREET, SUITE 6102
CITY: BOSTON
STATE: MA
ZIP: 02116
FORMER COMPANY:
FORMER CONFORMED NAME: CAPSTAR SPECIAL PURPOSE ACQUISITION CORP.
DATE OF NAME CHANGE: 20200227
3
1
doc3.xml
FORM 3 SUBMISSION
X0206
3
2022-01-13
0
0001805087
GELESIS HOLDINGS, INC.
GLS
0001641044
SSD2, LLC
195 CHURCH STREET, 15TH FLOOR
NEW HAVEN
CT
06510
0
0
1
0
0001904983
Bomsmaster LLC
195 CHURCH STREET, 15TH FLOOR
NEW HAVEN
CT
06510
0
0
1
0
0001593399
KLP Enterprises, LLC
271 WHITNEY AVENUE
NEW HAVEN
CT
06511
0
0
1
0
0001640948
Boms Elon
195 CHURCH STREET, 15TH FLOOR
NEW HAVEN
CT
06510
0
0
1
0
0001498928
Wingate Andrew D.
271 WHITNEY AVENUE
NEW HAVEN
CT
06511
0
0
1
0
Common Stock
10856626
D
Common Stock
1200000
D
Warrants (Right to Buy)
Common Stock
1297266
D
Options (Right to Buy)
Common Stock
51840
D
Earnout Shares
Common Stock
3710604
D
Elon S. Boms and Andrew D. Wingate are co-managers of BomsMaster LLC, which is the sole member of SSD2, LLC. BomsMaster LLC is controlled by KLP Enterprises LLC. Mr. Wingate is the sole manager of KLP Enterprises LLC. SSD2, LLC, BomsMaster LLC, KLP Enterprises LLC, Mr. Boms and Mr. Wingate (collectively, the "Reporting Persons") may each be deemed to share voting and dispositive power over the securities reported hereby. Each of them disclaims beneficial ownership over the shares, except to the extent of any pecuniary interest therein. The Reporting Persons may be deemed to be members of a "group," within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons.
Held of record by SSD2, LLC.
Held of record by KLP Enterprises LLC.
Held of record by SSD2, LLC. Represents 1,297,266 warrants to purchase shares of Common Stock, par value $0.0001 per share (the "Common Stock") of Gelesis Holdings, Inc. (the "Issuer"), at a price of $0.02 per share, on a one-for-one basis. The warrants are exercisable at the option of the holder and expire on August 16, 2023.
Held of record by SSD2, LLC. Represents 51,840 options to purchase shares of Common Stock, at a price of $4.05 per share, on a one-for-one basis. The options are fully vested. 25,920 options expire on July 17, 2028 and 25,920 options expire on June 15, 2027.
Held of record by SSD2, LLC. Represents the contingent right to receive up to 3,710,604 shares of Common Stock subject to certain vesting conditions (the "Earnout Shares"). The Earnout Shares shall vest and be released upon the satisfaction of certain share price vesting conditions as follows: (i) if, at any time prior to January 13, 2027 (the "Earnout Period") 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, at any time during the Earnout Period, the VWAP of the 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;
(continued from footnote 6) and (iii) if, at any time during the Earnout Period, the VWAP of the 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. The Earnout Shares will also vest in connection with any change of control transaction with respect to the Issuer if the applicable thresholds are met in such change of control transaction during the Earnout Period.
SSD2, LLC, By: BomsMaster LLC, its sole member, By: /s/ Elon S. Boms, as Manager
2022-01-21
BomsMaster LLC, By: /s/ Elon S. Boms, as Manager
2022-01-21
KLP Enterprises LLC, By: /s/ Andrew D. Wingate, as Manager
2022-01-21
/s/ Elon S. Boms
2022-01-21
/s/ Andrew D. Wingate
2022-01-21