FORM 4
☐ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

PureTech Health plc		 2. Issuer Name and Ticker or Trading Symbol

GELESIS HOLDINGS, INC. [ NYSE: GLS ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

6 TIDE STREET, SUITE 400		 3. Date of Earliest Transaction (MM/DD/YYYY)

5/1/2023
(Street)

BOSTON, MA 02210		 4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person
(City)        (State)        (Zip)
Rule 10b5-1(c) Transaction Indication
☐ Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)		8. Price of Derivative Security
(Instr. 5)		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Convertible Note (1)$0.2744 5/1/2023  P   5000000    5/1/2023 7/31/2023 Common Stock 18634597 (2)$5000000.00 5000000 I By PureTech Health LLC 
Convertible Note $0.0182 5/1/2023  P   2000000    5/1/2023 7/31/2023 Common Stock 109890110 (2)$2000000.00 2000000 I By PureTech Health LLC 
Warrants (1)$0.2744 5/1/2023  P   23688047    5/1/2023 2/21/2028 Common Stock 23688047  (3)23688047 I By PureTech Health LLC 
Warrants $0.0182 5/1/2023  P   192307692    5/1/2023 5/1/2028 Common Stock 192307692  (3)192307692 I By PureTech Health LLC 
Explanation of Responses:
(1) Pursuant to a Note and Warrant Purchase Agreement, on February 21, 2023, the Issuer issued to PureTechHealth LLC convertible notes in an aggregate principal amount of $5,000,000 as well as warrants to purchase 23,688,047 shares of common stock. At the time of issuance, both the conversion of the convertible notes and exercise of the warrants was subject to the Issuer first receiving stockholder approval for the issuance of the underlying shares of common stock. On May 1, 2023, the Issuer and the Reporting Persons amended the terms of the convertible notes and warrants to remove this restriction on conversion and exercise, respectively.
(2) The number of shares underlying the convertible notes reported herein is based on the outstanding principal amount plus accrued and unpaid interest as of April 30, 2023, and such number is subject to adjustment in accordance with the terms of the convertible notes.
(3) The warrants were issued in connection with the purchase of the convertible note purchases reported herein

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
PureTech Health plc
6 TIDE STREET, SUITE 400
BOSTON, MA 02210
X

PureTech Health LLC
6 TIDE STREET, SUITE 400
BOSTON, MA 02210
X
Signatures
PURETECH HEALTH PLC By: /s/ Bharatt Chowrira, Name: Bharatt Chowrira, Title: President, Chief Business, Financial and Operating Officer5/3/2023
**Signature of Reporting PersonDate

PURETECH HEALTH LLC, By: /s/ Bharatt Chowrira, Name: Bharatt Chowrira, Title: President, Chief Business, Financial and Operating Officer5/3/2023
**Signature of Reporting PersonDate
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 4(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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