Sec Form 3 Filing - Gaur Shantanu @ ALLURION TECHNOLOGIES, INC. - 2023-08-01

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Gaur Shantanu
2. Issuer Name and Ticker or Trading Symbol
ALLURION TECHNOLOGIES, INC. [ ALUR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O ALLURION TECHNOLOGIES, INC., 11 HURON DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
08/01/2023
(Street)
NATICK, MA01760
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Common Stock 1,003,090 I See footnote ( 1 )
Common Stock 547,679 I See footnote ( 2 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Stock Option (Right to Buy) $ 1.13 ( 3 ) 08/02/2027 Common Stock 171,149 D
Stock Option (Right to Buy) $ 1.17 ( 4 ) 03/04/2030 Common Stock 48,899 D
Stock Option (Right to Buy) $ 4.51 ( 5 ) 12/19/2032 Common Stock 965,368 D
Contingency Shares ( 6 ) ( 7 ) ( 6 )( 7 ) ( 6 )( 7 ) Common Stock 172,866 D
Contingency Shares ( 6 ) ( 7 ) ( 6 )( 7 ) ( 6 )( 7 ) Common Stock 283,107 I See footnote ( 1 )
Contingency Shares ( 6 ) ( 7 ) ( 6 )( 7 ) ( 6 )( 7 ) Common Stock 143,259 I See footnote ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Gaur Shantanu
C/O ALLURION TECHNOLOGIES, INC.
11 HURON DRIVE
NATICK, MA01760
X Chief Executive Officer
Signatures
/s/ Jennifer Ausrotas, attorney-in-fact 08/01/2023
Signature of Reporting Person Date
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

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