Allurion Technologies Holdings Inc.
01/24/2025 | Press release | Distributed by Public on 01/24/2025 17:39
Initial Statement of Beneficial Ownership (Form 3)
Ownership Submission
(Print or Type Responses)
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) |
| 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. |
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1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Convertible Note | (5) | (5) | Common Stock | 1,185,185 | (5) | I | See footnotes(1)(4)(5) |
| Warrants (Right to Buy) | 07/01/2024 | 07/01/2029 | Common Stock | 5,437 | $30 | I | See footnotes(1)(2)(6) |
| Warrants (Right to Buy) | 07/01/2024 | 07/01/2029 | Common Stock | 4,156 | $30 | I | See footnotes(1)(3)(6) |
| Warrants (Right to Buy) | 12/16/2024 | 07/01/2029 | Common Stock | 41,927 | $30 | I | See footnotes(1)(2)(6) |
| Warrants (Right to Buy) | 12/16/2024 | 07/01/2029 | Common Stock | 36,109 | $30 | I | See footnotes(1)(3)(6) |
| Warrants (Right to Buy) | 12/16/2024 | 07/01/2029 | Common Stock | 12,369 | $30 | I | See footnotes(1)(4)(6) |
Reporting Owners
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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RTW INVESTMENTS, LP 40 10TH AVENUE, 7TH FLOOR NEW YORK, NY 10014 |
X | |||
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WONG RODERICK 40 10TH AVENUE, 7TH FLOOR NEW YORK, NY 10014 |
X | |||
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RTW MASTER FUND, LTD. 40 10TH AVENUE, 7TH FLOOR NEW YORK, NY 10014 |
X | |||
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RTW Innovation Master Fund Ltd. 40 10TH AVENUE, 7TH FLOOR NEW YORK, NY 10014 |
X |
Signatures
| /s/ Roderick Wong, M.D. - For RTW Investments, LP, By: Roderick Wong, M.D., Managing Partner | 01/24/2025 |
| **Signature of Reporting Person | Date |
| /s/ Roderick Wong, M.D. | 01/24/2025 |
| **Signature of Reporting Person | Date |
| /s/ Darshan Patel - For RTW Master Fund, Ltd., By: Darshan Patel, Director | 01/24/2025 |
| **Signature of Reporting Person | Date |
| /s/ Darshan Patel - For RTW Innovation Master Fund, Ltd., By: Darshan Patel, Director | 01/24/2025 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| * | If the form is filed by more than one reporting person, see Instruction 5(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 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. |
| (2) | Held by Master Fund. |
| (3) | Held by RTW Innovation. |
| (4) | Held by RTW Funds. |
| (5) | 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. |
| (6) | 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. |