Related Party Transactions

12 Months Ended

Dec. 31, 2020

Related Party Subleases

During 2019, PureTech executed sublease agreements with a related party Gelesis. Please refer to Note 21 for further details regarding the sublease.

Key Management Personnel Compensation

Key management includes executive directors and members of the executive management team of the Group. The key management personnel compensation of the Group was as follows for the years ended December 31:


	2020 $000s	2019 $000s	2018 $000s
As of December 31
Short-term employee benefits	4,833	5,543	3,998
Share-based payments	5,822	2,774	3,062
Total	10,656	8,317	7,060

Short-term employee benefits include salaries, health care and other non-cash benefits. Share-based payments are generally subject to vesting terms over future periods.

Convertible Notes Issued to Directors

Certain members of the Group have invested in convertible notes issued by the Group’s subsidiaries. As of December 31, 2020, 2019 and 2018, the outstanding related party notes payable totaled $89 thousand, $84 thousand and $79 thousand, respectively, including principal and interest.

The notes issued to related parties bear interest rates, maturity dates, discounts and other contractual terms that are the same as those issued to outside investors during the same issuances, as described in Note 17.

Directors’ and Senior Managers’ Shareholdings and Share Incentive Awards

The Directors and senior managers hold beneficial interests in shares in the following businesses and sourcing companies as at December 31, 2020:


	Business Name (Share Class)	Number of shares held as of December 31, 2020	Number of options held as of December 31, 2020	Ownership Interest¹
Directors:

Ms Daphne Zohar²	Gelesis (Common)	59,443	1,339,114	5.10	%
Dame Marjorie Scardino	—	—	—	—	%






Kiran Mazumdar-Shaw	—	—	—	—	%
Dr Robert Langer	Entrega (Common)	—	332,500	4.24	%
	Alivio (Common)	—	1,575,000	6.14	%
Dr Raju Kucherlapati	Enlight (Class B Common)	—	30,000	3.00	%
	Gelesis (Common)	—	20,000	0.10	%


Dr John LaMattina4	Akili (Series A-2 Preferred)	37,372	—	0.15	%
	Akili (Series C Preferred)	11,755	—	0.05	%
	Gelesis (Common)4	51,070	—	0.20	%
	Gelesis (Common)5	—	83,050	0.30	%
	Gelesis (Series A-1 Preferred)4	49,253	—	0.20	%

	Vedanta Biosciences (Common)	—	25,000	0.22	%
Mr Christopher Viehbacher	—	—	—	—	%
Mr Stephen Muniz	Gelesis (Common)5	—	20,000	0.10	%

Senior Managers:
Dr Bharatt Chowrira	Karuna (Common)5	10,000	—	0.04	%
Dr Eric Elenko	—	—	—	—	%
Dr Joep Muijrers	—	—	—	—	%
Dr. George Farmer	—	—	—	—	%
Dr Joseph Bolen	Vor (Common)	—	125,000	0.04	%

1 Ownership interests as of December 31, 2020 are calculated on a diluted basis, including issued and outstanding shares, warrants and options (and written commitments to issue options) but excluding unallocated shares authorized to be issued pursuant to equity incentive plans and any shares issuable upon conversion of outstanding convertible promissory notes.

2 Common shares and options held by Yishai Zohar, who is the husband of Ms. Zohar. Ms. Zohar does not have any direct interest in the share capital of Gelesis. Ms Zohar recuses herself from any and all material decisions with regard to Gelesis.

3 Shares held through Dr Bennett Shapiro and Ms Fredericka F. Shapiro, Joint Tenants with Right of Survivorship.

4 Dr John and Ms Mary LaMattina hold 50,540 shares of common shares and 49,524 shares of Series A-1 preferred shares in Gelesis. Individually, Dr LaMattina holds 530 shares of Gelesis and convertible notes issued by Appeering in the aggregate principal amount of $50,000.

5 Options to purchase the listed shares were granted in connection with the service on such founded entity’s Board of Directors and any value realized therefrom shall be assigned to PureTech Health, LLC.

Directors and senior managers hold 23,245,840 ordinary shares and 8.1 percent voting rights of the Company as of December 31, 2020. This amount excludes options to purchase 3,459,344 ordinary shares. This amount also excludes 6,204,268 shares, which are issuable based on the terms of performance based RSU awards granted to certain senior managers covering the financial years 2020, 2019 and 2018. Such shares will be issued to such senior managers in future periods provided that performance conditions are met and certain of the shares will be withheld for payment of customary withholding taxes.