Director Rtw Investments, Lp converted options into 1,492,539 shares (SEC Form 4)
$ALUR
Medical/Dental Instruments
Health Care
| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ALLURION TECHNOLOGIES, INC. [ ALUR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/16/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 04/16/2025 | C | 822,722 | A | $3.35 | 1,324,532 | I | Please see footnotes(1)(2) | ||
| Common Stock, $0.0001 par value per share | 04/16/2025 | C | 631,954 | A | $3.35 | 1,027,287 | I | Please see footnotes(1)(3) | ||
| Common Stock, $0.0001 par value per share | 04/16/2025 | C | 37,863 | A | $3.35 | 164,233 | I | Please see footnotes(1)(4) | ||
| Common Stock, $0.0001 par value per share | 26,551 | I | Please see footnotes(1)(4) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | $3.35 | 04/16/2025 | A | $5,000,000 | (5)(6) | 04/16/2031 | Common Stock | 1,492,539 | $5,000,000 | $5,000,000 | I | Please see footnotes(1)(4) | |||
| Convertible Note | $3.35 | 04/16/2025 | C | $5,000,000 | (5)(6) | 04/16/2031 | Common Stock | 1,492,539 | $5,000,000 | $0 | I | Please see footnotes(1)(4) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| 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 by 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 4 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. On April 15, 2025, the conversion price of $5.0 million aggregate principal amount of the convertible senior secured notes held by the Reporting Persons (the "Notes") was amended from $40.50 per share to $3.35 per share. The remaining outstanding amount of the Notes remain convertible at a conversion price $40.50 per share, as well as additional conversion prices in the discretion of the Issuer (the "Discretionary Conversions"). |
| 6. 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, as amended, 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, unless converted pursuant to a Discretionary Conversion. |
| Remarks: |
| Pursuant to the terms of the Note Purchase Agreement, RTW Investments has the right to designate two members of the Issuer's board of directors (the "Board"), and has designated Keith Johns and R. Jason Richey to the Board. Mr. Richey is a consultant of RTW Investments. |
| /s/ Roderick Wong, M.D. - For RTW Investments, LP, By: Roderick Wong, M.D., Managing Partner | 04/17/2025 | |
| /s/ Roderick Wong, M.D. | 04/17/2025 | |
| /s/ Darshan Patel - For RTW Master Fund, Ltd., By: Darshan Patel, Director | 04/17/2025 | |
| /s/ Darshan Patel - For RTW Innovation Master Fund, Ltd., By: Darshan Patel, Director | 04/17/2025 | |
| ** 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 4 (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. | ||