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