SEC Form 4: Harsh Michael was granted 21,120 shares and returned 31,120 shares to the company, closing all direct ownership in the company
$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) |
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) | 21,120 | A | (2) | 31,120 | D | |||
| Class A Common Stock | 08/01/2023 | D(1)(2) | 31,120 | D | (3) | 0 | D | |||
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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 | (4) | 08/01/2023 | D(1)(2) | 30,000 | (4) | (4) | Class A Common Stock | 30,000 | (2) | 0 | D | ||||
| Warrants | $11.5 | 08/01/2023 | D(1)(5) | 2,500 | (6) | (6) | Class A Common Stock | 2,500 | (5) | 0 | D | ||||
| 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 30,000 shares of the issuer's Class B common stock, par value $0.0001 ("Class B Common Stock"), held by Mr. Harsh into 21,120 shares of the issuer's Class A common stock, $0.0001 par value ("Class A Common Stock"), pursuant to the terms of that certain Sponsor Support Agreement, dated as of February 9, 2023, by and among the issuer, Compute Health Sponsor LLC, Allurion, Pubco and the other parties thereto, which was entered into in connection with the Business Combination. |
| 3. Pursuant to the terms of the Business Combination Agreement, each share of Class A Common Stock was canceled and converted into the right to receive 1.420455 shares of Pubco common stock, $0.0001 par value. |
| 4. 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. |
| 5. Pursuant to the terms of that certain First Amendment to the Warrant Agreement, dated as of August 1, 2023, by and between the issuer and Continental Stock Transfer & Trust Company ("CST") and that certain Warrant Assignment, Assumption and Amendment Agreement, dated as of August 1, 2023, by and between the issuer and CST, each then-outstanding issuer public warrant acquired from the issuer was assumed by Pubco and converted into 0.6125 warrants to purchase 1.420455 shares of Pubco at an exercise price of $8.10 per whole share. |
| 6. These warrants become exercisable 30 days after the completion of the Business Combination and expire seven years after the completion of the Business Combination or earlier upon redemption or liquidation. |
| Remarks: |
| /s/ Joshua Fink, as attorney-in-fact | 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. | ||