0000899243-23-017697.txt : 20230801 0000899243-23-017697.hdr.sgml : 20230801 20230801210057 ACCESSION NUMBER: 0000899243-23-017697 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230801 FILED AS OF DATE: 20230801 DATE AS OF CHANGE: 20230801 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GEBERTH CHRISTOPHER J CENTRAL INDEX KEY: 0001327015 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41767 FILM NUMBER: 231133422 MAIL ADDRESS: STREET 1: 11 HURON DRIVE, SUITE 200 CITY: NATICK STATE: MA ZIP: 01760 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ALLURION TECHNOLOGIES, INC. CENTRAL INDEX KEY: 0001964979 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 11 HURON DR STE 200 CITY: NATICK STATE: MA ZIP: 01760 BUSINESS PHONE: 508-647-4000 MAIL ADDRESS: STREET 1: 11 HURON DR STE 200 CITY: NATICK STATE: MA ZIP: 01760 FORMER COMPANY: FORMER CONFORMED NAME: ALLURION TECHNOLOGIES HOLDINGS, INC. DATE OF NAME CHANGE: 20230207 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2023-08-01 0 0001964979 ALLURION TECHNOLOGIES, INC. ALUR 0001327015 GEBERTH CHRISTOPHER J C/O ALLURION TECHNOLOGIES, INC. 11 HURON DRIVE NATICK MA 01760 0 1 0 0 Chief Financial Officer Stock Option (Right to Buy) 0.95 2031-02-10 Common Stock 122249 D Stock Option (Right to Buy) 1.88 2031-12-06 Common Stock 73349 D Stock Option (Right to Buy) 4.51 2032-12-19 Common Stock 312852 D Contingency Shares Common Stock 66399 D 25% of the shares underlying this option vested on November 16, 2021, and the remainder vests in 36 substantially equal monthly installments thereafter, provided that as of each such vesting date the Reporting Person remains in an employment or service relationship with the Company. 25% of the shares underlying this option vested on January 1, 2023, and the remainder vests in 36 substantially equal monthly installments thereafter, provided that as of each such vesting date the Reporting Person remains in an employment or service relationship with the Company. The option shall vest in 36 equal monthly installments beginning on the last date of each one month period following December 8, 2022. Notwithstanding the foregoing, in the event of the consummation of the business combination pursuant to the Business Combination Agreement (as defined below), one-third of the then unvested shares subject to the option shall vest immediately prior to the closing of such transaction. Subject to the terms and conditions pursuant to that certain Business Combination Agreement ("BCA") dated as of February 9, 2023, as amended on May 2, 2023, by and among Compute Health Acquisition Corp., Compute Health Corp., Compute Health LLC, the Issuer (fka Allurion Technologies Holdings, Inc.), and Allurion Technologies, Inc. ("Private Allurion"), the contingent right to receive shares of Common Stock ("Contingency Shares"), was issued as follows: one-half of the Contingency Shares, in the aggregate, if, from the period beginning on the date on which the Issuer's registration statement on Form S-1 with respect to the resale of any Common Stock issued pursuant to the PIPE Financing is declared effective by the SEC until the date which is five calendar years after the Closing Date ("Earnout Period"), (Continued from footnote 4) the VWAP is greater than or equal to $15.00 over any 20 trading days within any consecutive 30 trading day period ("First Share Target"); and one-half of the Contingency Shares, in the aggregate, if, during the Earnout Period, the VWAP is greater than or equal to $20.00 over any 20 trading days within any consecutive 30 trading day period ("Second Share Target"). Exhibit 24 - Power of Attorney /s/ Jennifer Ausrotas, attorney-in-fact 2023-08-01 EX-24 2 attachment1.htm EX-24 DOCUMENT

                            LIMITED POWER OF ATTORNEY

        The undersigned hereby constitutes and appoints each of Shantanu Gaur
and Jennifer Ausrotas, signing singly, and with full power of substitution, the
undersigned's true and lawful attorney-in-fact to:

        (1) execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer, director, and/or securityholder of Allurion
Technologies, Inc., a Delaware corporation (the "Company"), from time to time
the following U.S. Securities and Exchange Commission ("SEC") forms: (i) Form
ID, including any attached documents (such as Update Passphrase
Authentication), to effect the assignment of codes to the undersigned to be
used in the transmission of information to the SEC using the EDGAR System; (ii)
Form 3, Initial Statement of Beneficial Ownership of Securities, including any
attached documents; (iii) Form 4, Statement of Changes in Beneficial Ownership
of Securities, including any attached documents; (iv) Form 5, Annual Statement
of Beneficial Ownership of Securities in accordance with Section 16(a) of the
Securities Exchange Act of 1934, as amended, and the rules thereunder,
including any attached documents; (v) Schedules 13D and 13G; and (vi)
amendments of each thereof, in accordance with the Securities Exchange Act of
1934, as amended, and the rules thereunder, including any attached documents;

        (2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any
such Form 3, 4 or 5, Schedule 13D or 13G, or any amendment(s) thereto and
timely file such form(s) with the SEC and any securities exchange, national
association or similar authority; and

        (3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of
the undersigned pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney-in-fact may approve in
such attorney-in-fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact, acting
singly, full power and authority to do and perform any and every act and thing
whatsoever requisite, necessary or proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 or Regulation 13D-G of
the Securities Exchange Act of 1934, as amended. The undersigned hereby agrees
to indemnify the attorneys-in-fact and the Company from and against any demand,
damage, loss, cost or expense arising from any false or misleading information
provided by the undersigned to the attorneys-in-fact.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file such forms with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact. This Power of Attorney supersedes any prior power
of attorney in connection with the undersigned's capacity as an officer and/or
director of the Company. This Power of Attorney shall expire as to any
individual attorney-in-fact if such attorney-in-fact ceases to be an employee
of, or legal counsel to, the Company.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of July 12, 2023.

                                   /s/ Christopher J. Geberth
                                   -------------------------------
                                   Christopher J. Geberth