Krishna Gupta - Aug 1, 2023 Form 3 Insider Report for ALLURION TECHNOLOGIES, INC. (ALUR)

Role
Director, 10%+ Owner
Signature
/s/ Jennifer Ausrotas, attorney-in-fact
Stock symbol
ALUR
Transactions as of
Aug 1, 2023
Transactions value $
$0
Form type
3
Date filed
8/1/2023, 09:05 PM
Previous filing
Feb 22, 2023
Next filing
Oct 25, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding ALUR Common Stock 1.34M Aug 1, 2023 Direct F1
holding ALUR Common Stock 3.12M Aug 1, 2023 See footnote F2
holding ALUR Common Stock 73K Aug 1, 2023 See footnote F3
holding ALUR Common Stock 881K Aug 1, 2023 See footnote F4
holding ALUR Common Stock 538K Aug 1, 2023 See footnote F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding ALUR Common Stock Warrant (right to buy) Aug 1, 2023 Common Stock 73.3K $0.02 See footnote F3, F6
holding ALUR Contingency Shares Aug 1, 2023 Common Stock 231K Direct F7, F8
holding ALUR Contingency Shares Aug 1, 2023 Common Stock 817K See footnote F2, F7, F8
holding ALUR Contingency Shares Aug 1, 2023 Common Stock 38.3K See footnote F3, F7, F8
holding ALUR Contingency Shares Aug 1, 2023 Common Stock 231K See footnote F4, F7, F8
holding ALUR Contingency Shares Aug 1, 2023 Common Stock 141K See footnote F5, F7, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock. 62.5% of the RSUs shall vest on August 1, 2023 and the remaining 37.5% of the RSUs shall vest in monthly installments over a period of 24 months from August 1, 2023, subject to the Reporting Person's continued service on each such vesting date.
F2 The shares are held directly by Romulus Growth Allurion L.P. ("Romulus Growth"). The Reporting Person is the general partner of Romulus Growth and disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission that the Reporting Person is a beneficial owner of the securities reported in this filing for purposes of Section 16 of the Exchange Act.
F3 The shares are held directly by Romulus Capital I, L.P. ("Romulus I"). Palatine Hill Ventures GP LLC ("Palatine Hill") is the general partner of Romulus I. The Reporting Person is a managing member of Palatine Hill and disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission that the Reporting Person is a beneficial owner of the securities reported in this filing for purposes of Section 16 of the Exchange Act.
F4 The shares are held directly by Romulus Allurion Special Opportunity L.P. ("Romulus Opportunity"). The Reporting Person is the general partner of Romulus Opportunity and disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission that the Reporting Person is a beneficial owner of the securities reported in this filing for purposes of Section 16 of the Exchange Act.
F5 The shares are held directly by Samin Capital LLC ("Samin Capital"). The Reporting Person is the manager of Samin Capital and disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission that the Reporting Person is a beneficial owner of the securities reported in this filing for purposes of Section 16 of the Exchange Act.
F6 The shares subject to the warrant are fully exercisable.
F7 Subject to the terms and conditions pursuant to that certain Business Combination Agreement ("BCA") dated as of February 9, 2023, as amended on May 2, 2023, by and among Compute Health Acquisition Corp., Compute Health Corp., Compute Health LLC, the Issuer (fka Allurion Technologies Holdings, Inc.), and Allurion Technologies, Inc. ("Private Allurion"), the contingent right to receive shares of Common Stock ("Contingency Shares"), was issued as follows: one-half of the Contingency Shares, in the aggregate, if, from the period beginning on the date on which the Issuer's registration statement on Form S-1 with respect to the resale of any Common Stock issued pursuant to the PIPE Financing is declared effective by the SEC until the date which is five calendar years after the Closing Date ("Earnout Period"),
F8 (Continued from footnote 7) the VWAP is greater than or equal to $15.00 over any 20 trading days within any consecutive 30 trading day period ("First Share Target"); and one-half of the Contingency Shares, in the aggregate, if, during the Earnout Period, the VWAP is greater than or equal to $20.00 over any 20 trading days within any consecutive 30 trading day period ("Second Share Target").

Remarks:

Exhibit 24 - Power of Attorney