Rtw Investments, Lp - Jan 14, 2025 Form 3 Insider Report for ALLURION TECHNOLOGIES, INC. (ALUR)

Role
10%+ Owner
Signature
/s/ Roderick Wong, M.D. - For RTW Investments, LP, By: Roderick Wong, M.D., Managing Partner
Stock symbol
ALUR
Transactions as of
Jan 14, 2025
Transactions value $
$0
Form type
3
Date filed
1/24/2025, 06:39 PM
Previous filing
Dec 16, 2024
Next filing
Apr 17, 2025

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding ALUR Common Stock, $0.0001 par value per share 502K Jan 14, 2025 See footnotes F1, F2
holding ALUR Common Stock, $0.0001 par value per share 395K Jan 14, 2025 See footnotes F1, F3
holding ALUR Common Stock, $0.0001 par value per share 126K Jan 14, 2025 See footnotes F1, F4
holding ALUR Common Stock, $0.0001 par value per share 26.6K Jan 14, 2025 See footnotes F1, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding ALUR Convertible Note Jan 14, 2025 Common Stock 1.19M See footnotes F1, F4, F5
holding ALUR Warrants (Right to Buy) Jan 14, 2025 Common Stock 5.44K $30.00 See footnotes F1, F2, F6
holding ALUR Warrants (Right to Buy) Jan 14, 2025 Common Stock 4.16K $30.00 See footnotes F1, F3, F6
holding ALUR Warrants (Right to Buy) Jan 14, 2025 Common Stock 41.9K $30.00 See footnotes F1, F2, F6
holding ALUR Warrants (Right to Buy) Jan 14, 2025 Common Stock 36.1K $30.00 See footnotes F1, F3, F6
holding ALUR Warrants (Right to Buy) Jan 14, 2025 Common Stock 12.4K $30.00 See footnotes F1, F4, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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 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.
F2 Held by Master Fund.
F3 Held by RTW Innovation.
F4 Held by RTW Funds.
F5 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.
F6 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.