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* SSD2, LLC (Last) (First) (Middle) 195 CHURCH STREET, 15TH FLOOR (Street) NEW HAVEN CT 06510 (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. [ 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	10,856,626(1)(2)	D
Common Stock	1,200,000(1)(3)	D

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
Warrants (Right to Buy)	(4)	(4)	Common Stock	1,297,266(1)(4)	(4)	D
Options (Right to Buy)	(5)	(5)	Common Stock	51,840(1)(5)	(5)	D
Earnout Shares	(6)(7)	(6)(7)	Common Stock	3,710,604(1)(6)(7)	(6)(7)	D

1. Name and Address of Reporting Person* SSD2, LLC (Last) (First) (Middle) 195 CHURCH STREET, 15TH FLOOR (Street) NEW HAVEN CT 06510 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Bomsmaster LLC (Last) (First) (Middle) 195 CHURCH STREET, 15TH FLOOR (Street) NEW HAVEN CT 06510 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* KLP Enterprises, LLC (Last) (First) (Middle) 271 WHITNEY AVENUE (Street) NEW HAVEN CT 06511 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Boms Elon (Last) (First) (Middle) 195 CHURCH STREET, 15TH FLOOR (Street) NEW HAVEN CT 06510 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Wingate Andrew D. (Last) (First) (Middle) 271 WHITNEY AVENUE (Street) NEW HAVEN CT 06511 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. 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.

2. Held of record by SSD2, LLC.

3. Held of record by KLP Enterprises LLC.

4. 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.

5. 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.

6. 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;

7. (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.

Remarks:

	SSD2, LLC, By: BomsMaster LLC, its sole member, By: /s/ Elon S. Boms, as Manager	01/21/2022
	BomsMaster LLC, By: /s/ Elon S. Boms, as Manager	01/21/2022
	KLP Enterprises LLC, By: /s/ Andrew D. Wingate, as Manager	01/21/2022
	/s/ Elon S. Boms	01/21/2022
	/s/ Andrew D. Wingate	01/21/2022
	** Signature of Reporting Person	Date
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