SEC Form 3

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* PureTech Health plc (Last) (First) (Middle) 6 TIDE STREET, SUITE 400 (Street) BOSTON MA 02210 (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. [ NYSE: 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) Form filed by One Reporting Person X 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	16,727,582	I	See footnote(1)

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
Stock Option (Right to Buy)	(2)	06/15/2027	Common Stock	77,760	4.05	I	See footnote(1)
Stock Option (Right to Buy)	(3)	07/17/2028	Common Stock	77,760	4.05	I	See footnote(1)
Stock Warrant	(4)	08/16/2023	Common Stock	216,208	0.02	I	See footnote(1)
Earnout Shares(5)	(5)	(5)	Common Stock	4,526,622	(5)	I	See footnote(1)

1. Name and Address of Reporting Person* PureTech Health plc (Last) (First) (Middle) 6 TIDE STREET, SUITE 400 (Street) BOSTON MA 02210 (City) (State) (Zip)

1. Name and Address of Reporting Person* PureTech Health LLC (Last) (First) (Middle) 6 TIDE STREET, SUITE 400 (Street) BOSTON MA 02210 (City) (State) (Zip)

Explanation of Responses:

1. PureTech Health LLC directly holds all of the securities reported in this Form 3. PureTech Health plc is the parent company of PureTech Health LLC, and has the power to direct the voting and disposition of securities held by PureTech Health LLC.

2. The stock option is currently vested and exercisable.

3. The stock option is currently vested and exercisable.

4. The warrant is currently exercisable.

5. On January 13, 2022, the reporting person received the right to acquire certain shares of the Issuer's Common Stock (the "Earnout Shares") pursuant to the Business Combination Agreement ("BCA") dated as of July 19, 2021, as amended on November 8, 2021, by and among Capstar Special Purpose Acquisition Corp., CPSR Merger Sub and Gelesis, Inc. ("Private Gelesis"). The Earnout Shares shall vest and be released upon the satisfaction of certain share price vesting conditions prior to January 13, 2027, as set forth in the BCA.

Remarks:

	/s/ Daphne Zohar	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 5 (b)(v).
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