Allurion Technologies Holdings Inc.

11/07/2025 | Press release | Distributed by Public on 11/07/2025 16:18

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
RTW INVESTMENTS, LP
2. Issuer Name and Ticker or Trading Symbol
ALLURION TECHNOLOGIES, INC. [ALUR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
40 10TH AVENUE, 7TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
11/05/2025
(Street)
NEW YORK, NY 10014
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 11/05/2025 C 822,722 A $3.35 2,147,254 I See footnotes(1)(2)
Common Stock, $0.0001 par value per share 11/05/2025 C 631,954 A $3.35 1,659,241 I See footnotes(1)(3)
Common Stock, $0.0001 par value per share 11/05/2025 C 37,863 A $3.35 202,096 I See footnotes(1)(4)
Common Stock, $0.0001 par value per share 26,551 I See footnotes(1)(4)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Underlying Securities
(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 of Derivative Security: 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 11/05/2025 A $2,756,117 (5)(6) 04/16/2031 Common Stock 822,722 $2,756,117 $2,756,117 I See Footnotes(1)(2)
Convertible Note $3.35 11/05/2025 C $2,756,117 (5)(6) 04/16/2031 Common Stock 822,722 $2,756,117 $ 0 I See Footnotes(1)(2)
Convertible Note $3.35 11/05/2025 A $2,117,044 (5)(6) 04/16/2031 Common Stock 631,954 $2,117,044 $2,117,044 I See footnotes(1)(3)
Convertible Note $3.35 11/05/2025 C $2,117,044 (5)(6) 04/16/2031 Common Stock 631,954 $2,117,044 0 I See footnotes(1)(3)
Convertible Note $3.35 11/05/2025 A $126,839 (5)(6) 04/16/2031 Common Stock 37,863 $126,839 $126,839 I See footnotes(1)(4)
Convertible Note $3.35 11/05/2025 C $126,839 (5)(6) 04/16/2031 Common Stock 37,863 $126,839 $ 0 I See footnotes(1)(4)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
RTW INVESTMENTS, LP
40 10TH AVENUE, 7TH FLOOR
NEW YORK, NY 10014
X X
WONG RODERICK
40 10TH AVENUE, 7TH FLOOR
NEW YORK, NY 10014
X X
RTW MASTER FUND, LTD.
40 10TH AVENUE, 7TH FLOOR
NEW YORK, NY 10014
X X
RTW Innovation Master Fund Ltd.
40 10TH AVENUE, 7TH FLOOR
NEW YORK, NY 10014
X X

Signatures

/s/ Roderick Wong, M.D. - For RTW Investments, L.P., By: Roderick Wong, M.D., Managing Partner 11/07/2025
**Signature of Reporting Person Date
/s/ Roderick Wong, M.D. 11/07/2025
**Signature of Reporting Person Date
/s/ Darshan Patel - For RTW Master Fund, Ltd., By Darshan Patel, Director 11/07/2025
**Signature of Reporting Person Date
/s/ Darshan Patel - For RTW Innovation Master Fund, Ltd., By Darshan Patel, Director 11/07/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) RTW Investments, LP (the "Adviser") manages certain funds that directly hold the securities reported herein, including RTW Master Fund, Ltd. ("Master Fund"), RTW Innovation Master Fund, Ltd. ("RTW Innovation") and other funds or accounts managed by the Adviser (each, an "Other RTW Fund"). 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 directly by Master Fund.
(3) Held directly by RTW Innovation.
(4) Held by an Other RTW Fund.
(5) On November 5, 2025, pursuant to the terms of that certain Note Purchase Agreement dated April 14, 2024 as amended through April 15, 2025 (the "Amended Note Purchase Agreement"), the Reporting Persons delivered, and the Issuer accepted, conversion notices to convert $5.0 million aggregate principal amount of the convertible senior secured notes (the "Notes") held by the Reporting Persons at the floor conversion price of $3.35 per share. The remaining outstanding amount of the Notes remains convertible at a conversion price of $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 Amended 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 Issuer's common stock after giving effect to such conversion, unless converted pursuant to a Discretionary Conversion.

Remarks:
Pursuant to the terms of the Amended Note Purchase Agreement, RTW Investments, LP 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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