Sec Form 3 Filing - RTW INVESTMENTS, LP @ ALLURION TECHNOLOGIES, INC. - 2025-01-14

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 RTW INVESTMENTS, LP 2. Issuer Name and Ticker or Trading Symbol ALLURION TECHNOLOGIES, INC. [ ALUR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 40 10TH AVENUE, 7TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 01/14/2025 (Street) NEW YORK, NY10014 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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, $0.0001 par value per share 501,806 I See footnotes ( 1 ) ( 2 ) Common Stock, $0.0001 par value per share 395,328 I See footnotes ( 1 ) ( 3 ) Common Stock, $0.0001 par value per share 126,368 I See footnotes ( 1 ) ( 4 ) Common Stock, $0.0001 par value per share 26,551 I See footnotes ( 1 ) ( 4 )

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 Convertible Note ( 5 ) ( 5 ) ( 5 ) Common Stock 1,185,185 I See footnotes ( 1 ) ( 4 ) ( 5 ) Warrants (Right to Buy) $ 30 07/01/2024 07/01/2029 Common Stock 5,437 I See footnotes ( 1 ) ( 2 ) ( 6 ) Warrants (Right to Buy) $ 30 07/01/2024 07/01/2029 Common Stock 4,156 I See footnotes ( 1 ) ( 3 ) ( 6 ) Warrants (Right to Buy) $ 30 12/16/2024 07/01/2029 Common Stock 41,927 I See footnotes ( 1 ) ( 2 ) ( 6 ) Warrants (Right to Buy) $ 30 12/16/2024 07/01/2029 Common Stock 36,109 I See footnotes ( 1 ) ( 3 ) ( 6 ) Warrants (Right to Buy) $ 30 12/16/2024 07/01/2029 Common Stock 12,369 I See footnotes ( 1 ) ( 4 ) ( 6 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other RTW INVESTMENTS, LP 40 10TH AVENUE, 7TH FLOOR NEW YORK, NY10014 X WONG RODERICK 40 10TH AVENUE, 7TH FLOOR NEW YORK, NY10014 X RTW MASTER FUND, LTD. 40 10TH AVENUE, 7TH FLOOR NEW YORK, NY10014 X RTW Innovation Master Fund Ltd. 40 10TH AVENUE, 7TH FLOOR NEW YORK, NY10014 X Signatures /s/ Roderick Wong, M.D. - For RTW Investments, LP, By: Roderick Wong, M.D., Managing Partner 01/24/2025 Signature of Reporting Person Date /s/ Roderick Wong, M.D. 01/24/2025 Signature of Reporting Person Date /s/ Darshan Patel - For RTW Master Fund, Ltd., By: Darshan Patel, Director 01/24/2025 Signature of Reporting Person Date /s/ Darshan Patel - For RTW Innovation Master Fund, Ltd., By: Darshan Patel, Director 01/24/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )RTW Investments, LP (the "Adviser") manages certain funds that directly hold the securities reported on this Form 3, including RTW Master Fund, Ltd. ("Master Fund") and RTW Innovation Master Fund, Ltd. ("RTW Innovation," and, together with Master Fund and other funds or accounts managed b y the Adviser, the "RTW Funds"). Roderick Wong, M.D. serves as the Managing Partner and Chief Investment Officer of the Adviser. Each Reporting Person disclaims beneficial ownership of the securities reported on this Form 3 except to the extent of its or his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. ( 2 )Held by Master Fund. ( 3 )Held by RTW Innovation. ( 4 )Held by RTW Funds. ( 5 )The $48 million aggregate principal amount of convertible senior secured notes (the "Notes") bear interest at an annual rate of 6.0%, which is payable quarterly in cash, or, at the Issuer's option, in kind for the first three years. The reported amount of shares does not give effect to any increase in principal amount as a result of PIK interest payments. The maturity date of the Notes is April 16, 2031. Pursuant to the Note Purchase Agreement, the RTW Funds may not convert the Notes to the extent that such conversion would result in the RTW Funds beneficially owning more than 9.99% of the Company's common stock after giving effect to such conversion. ( 6 )The Warrants may not be exercised if the holder thereof, together with its affiliates, would beneficially own more than 4.99% of the number of shares of Common Stock outstanding after giving effect to such exercise (the "Blocker"), except that such holder may increase the Blocker to 9.99% upon at least 61 days' prior notice to the Issuer.

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 4(b)(v).

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