SEC Form 3
FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 08/01/2023 |
3. Issuer Name and Ticker or Trading Symbol
ALLURION TECHNOLOGIES, INC. [ ALUR ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 1,003,090 | I | See footnote(1) |
Common Stock | 547,679 | I | See footnote(2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Stock Option (Right to Buy) | (3) | 08/02/2027 | Common Stock | 171,149 | 1.13 | D | |
Stock Option (Right to Buy) | (4) | 03/04/2030 | Common Stock | 48,899 | 1.17 | D | |
Stock Option (Right to Buy) | (5) | 12/19/2032 | Common Stock | 965,368 | 4.51 | D | |
Contingency Shares | (6)(7) | (6)(7) | Common Stock | 172,866 | (6)(7) | D | |
Contingency Shares | (6)(7) | (6)(7) | Common Stock | 283,107 | (6)(7) | I | See footnote(1) |
Contingency Shares | (6)(7) | (6)(7) | Common Stock | 143,259 | (6)(7) | I | See footnote(2) |
Explanation of Responses: |
1. Shares held by The Shantanu K. Gaur Revocable Trust Of 2021 ("Gaur 2021 Trust"), of which the Reporting Person and his spouse serve as trustees. The Reporting Person disclaims Section 16 beneficial ownership of the securities held by the Gaur 2021 Trust, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed to be an admission that he has beneficial ownership of such shares for Section 16 or any other purpose. |
2. Shares held by The Gaur Family Irrevocable Trust Of 2021 ("Gaur 2021 Family Trust"), of which the spouse of the Reporting Person serves as co-trustee. The Reporting Person disclaims Section 16 beneficial ownership of the securities held by the Gaur 2021 Family Trust, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed to be an admission that he has beneficial ownership of such shares for Section 16 or any other purpose. |
3. This option is fully vested. |
4. This option shall vest and become exercisable in monthly installments over a period of 48 months from January 1, 2020, subject to the Reporting Person's continued service on each such vesting date. |
5. The option shall vest in 36 equal monthly installments beginning on the last date of each one month period following December 8, 2022. Notwithstanding the foregoing, in the event of the consummation of the business combination pursuant to the Business Combination Agreement (as defined below), one-third of the then unvested shares subject to the option shall vest immediately prior to the closing of such transaction. |
6. 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"), |
7. (Continued from footnote 6) 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 |
/s/ Jennifer Ausrotas, attorney-in-fact | 08/01/2023 | |
** Signature of Reporting Person | Date | |
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 5 (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 Number. |