Allurion (ALUR) Form 3 ALLURION / CHRISTOPHER J GEBERTH ownership change

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^*

GEBERTH CHRISTOPHER J

(Last) (First) (Middle)

C/O ALLURION TECHNOLOGIES, INC.

11 HURON DRIVE

(Street)

NATICK MA 01760

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/01/2023

3. Issuer Name and Ticker or Trading Symbol
ALLURION TECHNOLOGIES, INC. [ ALUR ]

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)	(1)	02/10/2031	Common Stock	122,249	0.95	D
Stock Option (Right to Buy)	(2)	12/06/2031	Common Stock	73,349	1.88	D
Stock Option (Right to Buy)	(3)	12/19/2032	Common Stock	312,852	4.51	D
Contingency Shares	(4)(5)	(4)(5)	Common Stock	66,399	(4)(5)	D

Explanation of Responses:

1. 25% of the shares underlying this option vested on November 16, 2021, and the remainder vests in 36 substantially equal monthly installments thereafter, provided that as of each such vesting date the Reporting Person remains in an employment or service relationship with the Company.

2. 25% of the shares underlying this option vested on January 1, 2023, and the remainder vests in 36 substantially equal monthly installments thereafter, provided that as of each such vesting date the Reporting Person remains in an employment or service relationship with the Company.

3. 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.

4. 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"),

5. (Continued from footnote 4) 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).
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