Allurion Form 3 / Krishna K. Gupta 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^*

Gupta Krishna K.

(Last)

(First)

(Middle)

C/O ALLURION TECHNOLOGIES, INC.

11 HURON DRIVE

(Street)

NATICK

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)

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

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)
Common Stock	1,335,872⁽¹⁾	D
Common Stock	3,124,244	I	See footnote⁽²⁾
Common Stock	72,953	I	See footnote⁽³⁾
Common Stock	881,300	I	See footnote⁽⁴⁾
Common Stock	538,101	I	See footnote⁽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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Common Stock Warrant (right to buy)	⁽⁶⁾	01/17/2027	Common Stock	73,349	0.02	I	See footnote⁽³⁾
Contingency Shares	⁽⁷⁾⁽⁸⁾	⁽⁷⁾⁽⁸⁾	Common Stock	231,346	⁽⁷⁾⁽⁸⁾	D
Contingency Shares	⁽⁷⁾⁽⁸⁾	⁽⁷⁾⁽⁸⁾	Common Stock	817,221	⁽⁷⁾⁽⁸⁾	I	See footnote⁽²⁾
Contingency Shares	⁽⁷⁾⁽⁸⁾	⁽⁷⁾⁽⁸⁾	Common Stock	38,269	⁽⁷⁾⁽⁸⁾	I	See footnote⁽³⁾
Contingency Shares	⁽⁷⁾⁽⁸⁾	⁽⁷⁾⁽⁸⁾	Common Stock	230,525	⁽⁷⁾⁽⁸⁾	I	See footnote⁽⁴⁾
Contingency Shares	⁽⁷⁾⁽⁸⁾	⁽⁷⁾⁽⁸⁾	Common Stock	140,758	⁽⁷⁾⁽⁸⁾	I	See footnote⁽⁵⁾

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

5. 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.

6. The shares subject to the warrant are fully exercisable.

7. 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"),

8. (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

	/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.

Allurion (ALUR) Form 3ALLURION / Krishna K. Gupta ownership change