SEC Form 4: Compute Health Sponsor Llc was granted 2,088,327 shares and returned 2,088,327 shares to the company (Amendment)
$CPUH
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Finance
| 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
Compute Health Acquisition Corp. [ CPUH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/01/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 08/03/2023 |
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 | ||||||
| Class A Common Stock | 08/01/2023 | A(1)(2) | 2,088,327 | A | (2) | 2,088,327 | D(3) | |||
| Class A Common Stock | 08/01/2023 | D(1)(4) | 161,379 | D | (4) | 1,926,948 | D(3) | |||
| Class A Common Stock | 08/01/2023 | D(1)(5) | 1,926,948 | D | (5) | 0 | D(3) | |||
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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 | ||||||||
| Class B Common Stock | (6) | 08/01/2023 | D(1)(2) | 21,442,500 | (6) | (6) | Class A Common Stock | 21,442,500 | (2) | 0 | D(3) | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Reflects transactions in connection with that certain Business Combination Agreement (the "Business Combination Agreement"), dated as of February 9, 2023 and amended as of May 2, 2023, by and among the issuer, Allurion Technologies Opco, Inc. (f/k/a Allurion Technologies, Inc.) ("Allurion"), Allurion Technologies, Inc. (f/k/a Allurion Technologies Holdings, Inc.) ("Pubco") and the other parties thereto (the "Business Combination"). |
| 2. Reflects the conversion of the issuer's Class B common stock, par value $0.0001 ("Class B Common Stock"), and 12,833,333 warrants acquired from the issuer in connection with the issuer's initial public offering into 2,088,327 shares of the issuer's Class A common stock, par value $0.0001 ("Class A Common Stock"), pursuant to the terms of that certain Sponsor Support Agreement, dated as of February 9, 2023, entered into by and among the issuer, Compute Health Sponsor LLC (the "Sponsor"), Allurion, Pubco and the other parties thereto, which was entered into in connection with the Business Combination. |
| 3. These securities are held in the name of the Sponsor, which is managed by its managing members, Omar Ishrak, Jean Nehme and Joshua Fink. Each of the Reporting Persons may be deemed a beneficial owner of securities held by the Sponsor but each (other than the Sponsor) disclaims beneficial ownership of any such securities except to the extent of its respective pecuniary interest therein. |
| 4. Pursuant to the terms of that certain Contribution Agreement, dated as of May 2, 2023, by and between the issuer and the Sponsor, 161,379 shares of Class A Common Stock held by the Sponsor were contributed to the capital of the issuer. |
| 5. Pursuant to the terms of the Business Combination Agreement, each of the 1,926,948 shares of Class A Common Stock held by the Sponsor were canceled and converted into the right to receive 1.420455 shares of Pubco common stock, $0.0001 par value. |
| 6. As described in the issuer's registration statement on Form S-1 (File No. 333-252245) under the heading "Description of Securities--Founder Shares," the shares of Class B Common Stock were to automatically convert into shares of Class A Common Stock at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustment, and had no expiration date. |
| Remarks: |
| On August 3, 2023, the Reporting Persons filed a Form 4 (the "Original Form 4") to report certain acquisitions and dispositions of issuer securities held by the Sponsor in connection with the Business Combination but erroneously filed it using Compute Health Sponsor II LLC's name and EDGAR codes (and not Sponsor's). This amendment is being filed solely to correctly reflect Sponsor as a reporting person and include Sponsor's EDGAR codes. No other changes were made to the filing previously made. Omar Ishrak, Jean Nehme and Joshua Fink served on the board of directors of Compute Health Acquisition Corp. For the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, Compute Health Sponsor LLC may be deemed to have been a director by deputization with respect to the issuer on the basis of Drs. Ishrak and Nehme's and Mr. Fink's service on the issuer's board of directors. |
| COMPUTE HEALTH SPONSOR LLC, By: /s/ Joshua Fink, Co-Chief Executive Officer | 08/03/2023 | |
| OMAR ISHRAK, By: /s/ Joshua Fink, as attorney-in-fact | 08/03/2023 | |
| JEAN NEHME, By: /s/ Joshua Fink, as attorney-in-fact | 08/03/2023 | |
| JOSHUA FINK, By: /s/ Joshua Fink | 08/03/2023 | |
| ** 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 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. | ||