Sec Form 13G Filing - SSD2 LLC filing for GELESIS HLDGS INC PAR VALU (GLSHQ) - 2022-01-21

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Amendment No.    )*

Under the Securities Exchange Act of 1934

Gelesis Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Titles of Class of Securities)

36850R 204

(CUSIP Number)

January 13, 2022

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Gelesis Holdings, Inc.

501 Boylston Street, Suite 6102, Boston, Massachusetts 02116

This statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

1. SSD2, LLC

2. BomsMaster LLC

3. KLP Enterprises LLC

4. Elon S. Boms

5. Andrew D. Wingate

The principal business address of SSD2, LLC, BomsMaster LLC and Elon S. Boms, is as follows:

195 Church Street, 15th Floor

New Haven, Connecticut 06510

The principal business address of KLP Enterprises LLC and Andrew D. Wingate is as follows:

271 Whitney Avenue

New Haven, Connecticut 06511

See responses to Item 4 on each cover page.

Common Stock, par value $0.0001 per share.

36850R 204

If filing as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution:

(a) Amount beneficially owned:

See responses to Item 9 on each cover page.

Amount beneficially owned by the Reporting Persons includes (i) up to 1,297,266 shares of Common Stock issuable upon the exercise of warrants to purchase Common Stock, at a price of $0.02 per share, on a one-for-one basis, and (ii) up to 51,840 shares of Common Stock, issuable upon the exercise of options to purchase Common Stock, at an exercise price of $4.05 per share, on a one-for-one basis. 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 may each be deemed to share voting and dispositive power over the shares. Each of them disclaims beneficial ownership over the shares, except to the extent of any pecuniary interest therein.

Amount beneficially owned by the Reporting Persons excludes up to 3,710,604 shares of Common Stock (the “Earnout Shares”) issuable upon 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; 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.

(b) Percent of class:

See responses to Item 11 on each cover page. Percentages are based on 73,563,393 shares of Common Stock outstanding as of January 13, 2022 (representing 72,214,287 shares of Common Stock outstanding as reported in the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 20, 2022, as adjusted for the 1,297,266 shares of Common Stock underlying the warrants and the 51,840 shares of Common Stock underlying the options, as described above).

(c) Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote:

See responses to Item 5 on each cover page.

(ii) Shared power to vote or to direct the vote:

See responses to Item 6 on each cover page.

(iii) Sole power to dispose or to direct the disposition of:

See responses to Item 7 on each cover page.

(iv) Shared power to dispose or to direct the disposition of:

See responses to Item 8 on each cover page.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

Not Applicable.

Not Applicable.

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. See responses to Item 2.

Not Applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: January 21, 2022

Exhibit Index