Compute Health Sponsor LLC - Aug 1, 2023 Form 4/A - Amendment Insider Report for Compute Health Acquisition Corp. (CPUH)

Role
Director, 10%+ Owner
Signature
COMPUTE HEALTH SPONSOR LLC, By: /s/ Joshua Fink, Co-Chief Executive Officer
Stock symbol
CPUH
Transactions as of
Aug 1, 2023
Transactions value $
$0
Form type
4/A - Amendment
Date filed
8/3/2023, 08:26 PM
Date Of Original Report
Aug 3, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CPUH Class A Common Stock Award +2.09M 2.09M Aug 1, 2023 Direct F1, F2, F3
transaction CPUH Class A Common Stock Disposed to Issuer -161K -7.73% 1.93M Aug 1, 2023 Direct F1, F3, F4
transaction CPUH Class A Common Stock Disposed to Issuer -1.93M -100% 0 Aug 1, 2023 Direct F1, F3, 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
transaction CPUH Class B Common Stock Disposed to Issuer -21.4M -100% 0 Aug 1, 2023 Class A Common Stock 21.4M Direct F1, F2, F3, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Compute Health Sponsor LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Reflects transactions in connection with that certain Business Combination Agreement (the "Business Combination Agreement"), dated as of February 9, 2023 and amended as of May 2, 2023, by and among the issuer, Allurion Technologies Opco, Inc. (f/k/a Allurion Technologies, Inc.) ("Allurion"), Allurion Technologies, Inc. (f/k/a Allurion Technologies Holdings, Inc.) ("Pubco") and the other parties thereto (the "Business Combination").
F2 Reflects the conversion of the issuer's Class B common stock, par value $0.0001 ("Class B Common Stock"), and 12,833,333 warrants acquired from the issuer in connection with the issuer's initial public offering into 2,088,327 shares of the issuer's Class A common stock, par value $0.0001 ("Class A Common Stock"), pursuant to the terms of that certain Sponsor Support Agreement, dated as of February 9, 2023, entered into by and among the issuer, Compute Health Sponsor LLC (the "Sponsor"), Allurion, Pubco and the other parties thereto, which was entered into in connection with the Business Combination.
F3 These securities are held in the name of the Sponsor, which is managed by its managing members, Omar Ishrak, Jean Nehme and Joshua Fink. Each of the Reporting Persons may be deemed a beneficial owner of securities held by the Sponsor but each (other than the Sponsor) disclaims beneficial ownership of any such securities except to the extent of its respective pecuniary interest therein.
F4 Pursuant to the terms of that certain Contribution Agreement, dated as of May 2, 2023, by and between the issuer and the Sponsor, 161,379 shares of Class A Common Stock held by the Sponsor were contributed to the capital of the issuer.
F5 Pursuant to the terms of the Business Combination Agreement, each of the 1,926,948 shares of Class A Common Stock held by the Sponsor were canceled and converted into the right to receive 1.420455 shares of Pubco common stock, $0.0001 par value.
F6 As described in the issuer's registration statement on Form S-1 (File No. 333-252245) under the heading "Description of Securities--Founder Shares," the shares of Class B Common Stock were to automatically convert into shares of Class A Common Stock at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustment, and had no expiration date.

Remarks:

On August 3, 2023, the Reporting Persons filed a Form 4 (the "Original Form 4") to report certain acquisitions and dispositions of issuer securities held by the Sponsor in connection with the Business Combination but erroneously filed it using Compute Health Sponsor II LLC's name and EDGAR codes (and not Sponsor's). This amendment is being filed solely to correctly reflect Sponsor as a reporting person and include Sponsor's EDGAR codes. No other changes were made to the filing previously made. Omar Ishrak, Jean Nehme and Joshua Fink served on the board of directors of Compute Health Acquisition Corp. For the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, Compute Health Sponsor LLC may be deemed to have been a director by deputization with respect to the issuer on the basis of Drs. Ishrak and Nehme's and Mr. Fink's service on the issuer's board of directors.