Omar Ishrak Form 4 Compute Health Acquisition / Joshua A Fink ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Compute Health Sponsor II LLC

(Last) (First) (Middle)

C/O COMPUTE HEALTH ACQUISITION CORP.

1105 NORTH MARKET STREET, SUITE 1300

(Street)

WILMINGTON DE 19890

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Compute Health Acquisition Corp. [ CPUH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2023

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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
Class A Common Stock	08/01/2023		A(1)(2)		2,088,327	A	(2)	2,088,327	D(3)
Class A Common Stock	08/01/2023		D(1)(4)		161,379	D	(4)	1,926,948	D(3)
Class A Common Stock	08/01/2023		D(1)(5)		1,926,948	D	(5)	0	D(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(6)	08/01/2023		D(1)(2)			21,442,500	(6)	(6)	Class A Common Stock	21,442,500	(2)	0	D(3)

1. Name and Address of Reporting Person^*

Compute Health Sponsor II LLC

(Last) (First) (Middle)

C/O COMPUTE HEALTH ACQUISITION CORP.

1105 NORTH MARKET STREET, SUITE 1300

(Street)

WILMINGTON DE 19890

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ISHRAK OMAR

(Last) (First) (Middle)

C/O COMPUTE HEALTH ACQUISITION CORP.

1105 NORTH MARKET STREET, SUITE 1300

(Street)

WILMINGTON DE 19890

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Nehme Jean

(Last) (First) (Middle)

C/O COMPUTE HEALTH ACQUISITION CORP.

1105 NORTH MARKET STREET, SUITE 1300

(Street)

WILMINGTON DE 19890

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Fink Joshua A

(Last) (First) (Middle)

C/O COMPUTE HEALTH ACQUISITION CORP.

1105 NORTH MARKET STREET, SUITE 1300

(Street)

WILMINGTON DE 19890

(City) (State) (Zip)

Explanation of Responses:

1. 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").

2. 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.

3. 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.

4. 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.

5. 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.

6. 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:

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.

	COMPUTE HEALTH SPONSOR LLC, By: /s/ Joshua Fink, Co-Chief Executive Officer	08/03/2023
	OMAR ISHRAK, By: /s/ Joshua Fink, as attorney-in-fact	08/03/2023
	JEAN NEHME, By: /s/ Joshua Fink, as attorney-in-fact	08/03/2023
	JOSHUA FINK, By: /s/ Joshua Fink	08/03/2023
	** Signature of Reporting Person	Date
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