HPSO SPV Ltd 3
3 · GELESIS HOLDINGS, INC. · Filed Jan 21, 2022
Insider Transaction Report
Form 3
HPSO SPV Ltd
10% Owner
Holdings
- 12,181,993
Common Stock
Right to Acquire Earnout Shares
Exp: 2027-01-13→ Common Stock (4,001,505 underlying)
Footnotes (1)
- [F1]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.