Rtw Investments, Lp - Apr 16, 2025 Form 4 Insider Report for ALLURION TECHNOLOGIES, INC. (ALUR)

Role
Director, 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
Apr 16, 2025
Transactions value $
$5,000,006
Form type
4
Date filed
4/17/2025, 06:36 PM
Previous filing
Jan 24, 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ALUR Common Stock, $0.0001 par value per share Conversion of derivative security $2.76M +823K +163.95% $3.35 1.32M Apr 16, 2025 Please see footnotes F1, F2
transaction ALUR Common Stock, $0.0001 par value per share Conversion of derivative security $2.12M +632K +159.85% $3.35 1.03M Apr 16, 2025 Please see footnotes F1, F3
transaction ALUR Common Stock, $0.0001 par value per share Conversion of derivative security $127K +37.9K +29.96% $3.35 164K Apr 16, 2025 Please see footnotes F1, F4
holding ALUR Common Stock, $0.0001 par value per share 26.6K Apr 16, 2025 Please 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
transaction ALUR Convertible Note Award $5M $5M Apr 16, 2025 Common Stock 1.49M $3.35 Please see footnotes F1, F4, F5, F6
transaction ALUR Convertible Note Conversion of derivative security -$5M $0 Apr 16, 2025 Common Stock 1.49M $3.35 Please see footnotes F1, F4, F5, 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 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.
F2 Held by Master Fund.
F3 Held by RTW Innovation.
F4 Held by RTW Funds.
F5 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").
F6 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.