0001104659-22-006938.txt : 20220124 0001104659-22-006938.hdr.sgml : 20220124 20220124164026 ACCESSION NUMBER: 0001104659-22-006938 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20220113 FILED AS OF DATE: 20220124 DATE AS OF CHANGE: 20220124 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Leider Harry L. CENTRAL INDEX KEY: 0001888273 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39362 FILM NUMBER: 22549936 MAIL ADDRESS: STREET 1: C/O GELESIS, INC. STREET 2: 501 BOYLSTON STREET, SUITE 6102 CITY: BOSTON STATE: MA ZIP: 02116 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 tm223246-9_3seq1.xml OWNERSHIP DOCUMENT X0206 3 2022-01-13 0 0001805087 GELESIS HOLDINGS, INC. GLS 0001888273 Leider Harry L. GELESIS HOLDINGS, INC. 501 BOYLSTON STREET, SUITE 6102 BOSTON MA 02116 0 1 0 0 Chief Medical Officer Earnout Shares 2027-01-13 Common Stock 238149 D Stock Option (Right to Buy) 4.05 2026-09-07 Common Stock 38880 D Stock Option (Right to Buy) 4.05 2028-07-17 Common Stock 572838 D Stock Option (Right to Buy) 4.26 2030-07-15 Common Stock 113300 D On January 13, 2022, the reporting person received the right to acquire 238,149 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; (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. The shares underlying this option are fully vested and exercisable as of the date hereof. 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. 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 of the Issuer. Exhibit 24 - Power of Attorney /s/ David Abraham, Attorney-in-Fact 2022-01-24 EX-24 2 tm223246d9_ex24.htm EXHIBIT 24

Exhibit 24

LIMITED POWER OF ATTORNEY

The undersigned hereby constitutes and appoints David Abraham the undersigned’s true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as officer and/or director of Gelesis Holdings, Inc., a Delaware corporation (the “Company”), from time to time the following U.S. Securities and Exchange Commission (“SEC”) forms: (i) Form ID, including any attached documents (such as Update Passphrase Authentication), to effect the assignment of codes to the undersigned to be used in the transmission of information to the SEC using the EDGAR System; (ii) Form 3, Initial Statement of Beneficial Ownership of Securities, including any attached documents; (iii) Form 4, Statement of Changes in Beneficial Ownership of Securities, including any attached documents; (iv) Form 5, Annual Statement of Beneficial Ownership of Securities in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder, including any attached documents; (v) Schedules 13D and 13G; and (vi) amendments of each thereof, in accordance with the Securities Exchange Act of 1934, as amended, and the rules thereunder, including any attached documents;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, Schedule 13D or 13G, or any amendment(s) thereto and timely file such form(s) with the SEC and any securities exchange, national association or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact, acting singly, full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 or Regulation 13D-G of the Securities Exchange Act of 1934, as amended. The undersigned hereby agrees to indemnify the attorneys-in-fact and the Company from and against any demand, damage, loss, cost or expense arising from any false or misleading information provided by the undersigned to the attorneys-in-fact.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file such forms with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. This Power of Attorney supersedes any prior power of attorney in connection with the undersigned’s capacity as an officer and/or director of the Company. This Power of Attorney shall expire as to any individual attorney-in-fact if such attorney-in-fact ceases to be an employee of the Company.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of October 6, 2021.

	/s/ Harry L. Leider, M.D.
	Signature

	Harry L. Leider, M.D
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