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  4. [Form 4] ALLURION TECHNOLOGIES, INC. Insider Trading Activity

RTW-managed funds report new Allurion (ALUR) equity and warrant stake

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Allurion Technologies, Inc. (ALUR) reported a Form 4 showing that funds managed by RTW Investments, LP acquired common stock and accompanying warrants in a private placement. The reporting entities bought blocks of 991,544, 767,848 and 96,896 shares of common stock, each with matching warrants, at a purchase price of $1.67 per share and accompanying warrant. Following these transactions, the funds report beneficial ownership of up to 3,138,798, 2,427,089 and 298,992 shares through different RTW-managed vehicles, plus an additional 26,551 shares in another fund. The warrants carry an exercise price of $1.67 per share, become exercisable only after stockholder approval, and expire five years after that approval. Each warrant is subject to a beneficial ownership cap of 4.99% (or 9.99% at the holder’s election), and Allurion has agreed to use its reasonable best efforts to hold a stockholder meeting no later than January 31, 2026 to seek approval for the warrant share issuance.

Positive

  • None.

Negative

  • None.
Insider RTW INVESTMENTS, LP, WONG RODERICK, RTW MASTER FUND, LTD., RTW Innovation Master Fund Ltd.
Role Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner
Type Security Shares Price Value
Grant/Award Warrant (Right to Buy) 991,544 $0.00 --
Grant/Award Warrant (Right to Buy) 767,848 $0.00 --
Grant/Award Warrant (Right to Buy) 96,896 $0.00 --
Grant/Award Common Stock, $0.0001 par value per share 991,544 $1.67 $1.66M
Grant/Award Common Stock, $0.0001 par value per share 767,848 $1.67 $1.28M
Grant/Award Common Stock, $0.0001 par value per share 96,896 $1.67 $162K
holding Common Stock, $0.0001 par value per share -- -- --
Holdings After Transaction: Warrant (Right to Buy) — 991,544 shares (Indirect, See footnotes); Common Stock, $0.0001 par value per share — 3,138,798 shares (Indirect, See footnotes)
Footnotes (1)
  1. The Reporting Persons acquired the shares of Common Stock and Warrants in a private placement by the Issuer. The purchase price per share of Common Stock and accompanying Warrant was $1.67 per share and accompanying Warrant. 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. Held directly by Master Fund. Held directly by RTW Innovation. Held by an Other RTW Fund. The Warrant is exercisable following receipt of the Stockholder Approval (as defined herein) at an exercise price of $1.67 per share and terminates on the five year anniversary of the date of the Stockholder Approval. The holder of the Warrant may not exercise such Warrant if the holder, together with its affiliates, would beneficially own more than 4.99% (or, at the election of the holder, 9.99%) of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. The Issuer is required to use its reasonable best efforts to hold a meeting of stockholders no later than January 31, 2026 for the purpose of, among other things, obtaining stockholder approval of the issuance of the shares of Common Stock issuable upon exercise of the Warrants (the "Stockholder Approval").
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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
Estimated average burden
hours per response: 0.5
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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
RTW INVESTMENTS, LP
(Last) (First) (Middle)
40 10TH AVENUE, 7TH FLOOR
(Street)
NEW YORK NY 10014
(City) (State) (Zip)
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)
3. Date of Earliest Transaction (Month/Day/Year)
11/12/2025
4. If Amendment, Date of 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
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 11/12/2025 A 991,544 A $1.67(1) 3,138,798 I See footnotes(2)(3)
Common Stock, $0.0001 par value per share 11/12/2025 A 767,848 A $1.67(1) 2,427,089 I See footnotes(2)(4)
Common Stock, $0.0001 par value per share 11/12/2025 A 96,896 A $1.67(1) 298,992 I See footnotes(2)(5)
Common Stock, $0.0001 par value per share 26,551 I See footnotes(2)(5)
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 Securities Underlying Derivative Security (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: 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
Warrant (Right to Buy) $1.67 11/12/2025 A 991,544 (6) (6) Common Stock 991,544 (1) 991,544 I See footnotes(2)(3)
Warrant (Right to Buy) $1.67 11/12/2025 A 767,848 (6) (6) Common Stock 767,848 (1) 767,848 I See footnotes(2)(4)
Warrant (Right to Buy) $1.67 11/12/2025 A 96,896 (6) (6) Common Stock 96,896 (1) 96,896 I See footnotes(2)(5)
1. Name and Address of Reporting Person*
RTW INVESTMENTS, LP
(Last) (First) (Middle)
40 10TH AVENUE, 7TH FLOOR
(Street)
NEW YORK NY 10014
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
WONG RODERICK
(Last) (First) (Middle)
40 10TH AVENUE, 7TH FLOOR
(Street)
NEW YORK NY 10014
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
RTW MASTER FUND, LTD.
(Last) (First) (Middle)
40 10TH AVENUE, 7TH FLOOR
(Street)
NEW YORK NY 10014
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
RTW Innovation Master Fund Ltd.
(Last) (First) (Middle)
40 10TH AVENUE, 7TH FLOOR
(Street)
NEW YORK NY 10014
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The Reporting Persons acquired the shares of Common Stock and Warrants in a private placement by the Issuer. The purchase price per share of Common Stock and accompanying Warrant was $1.67 per share and accompanying Warrant.
2. 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.
3. Held directly by Master Fund.
4. Held directly by RTW Innovation.
5. Held by an Other RTW Fund.
6. The Warrant is exercisable following receipt of the Stockholder Approval (as defined herein) at an exercise price of $1.67 per share and terminates on the five year anniversary of the date of the Stockholder Approval. The holder of the Warrant may not exercise such Warrant if the holder, together with its affiliates, would beneficially own more than 4.99% (or, at the election of the holder, 9.99%) of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. The Issuer is required to use its reasonable best efforts to hold a meeting of stockholders no later than January 31, 2026 for the purpose of, among other things, obtaining stockholder approval of the issuance of the shares of Common Stock issuable upon exercise of the Warrants (the "Stockholder Approval").
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.
/s/ Roderick Wong, M.D. - For RTW Investments, L.P., By: Roderick Wong, M.D., Managing Partner 11/13/2025
/s/ Roderick Wong, M.D. 11/13/2025
/s/ Darshan Patel - For RTW Master Fund, Ltd., By Darshan Patel, Director 11/13/2025
/s/ Darshan Patel - For RTW Innovation Master Fund, Ltd., By Darshan Patel, Director 11/13/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Allurion Technologies (ALUR) disclose in this Form 4?

The filing shows that funds managed by RTW Investments, LP acquired blocks of 991,544, 767,848 and 96,896 shares of Allurion Technologies, Inc. common stock, each together with a matching warrant, in a private placement.

At what price did RTW-managed funds buy Allurion (ALUR) shares and warrants?

The reporting persons state that the purchase price was $1.67 per share of common stock and accompanying warrant in the private placement.

How many Allurion (ALUR) shares are beneficially owned after the reported transactions?

After the transactions, RTW-managed funds report beneficial ownership of 3,138,798, 2,427,089 and 298,992 shares of Allurion common stock through different vehicles, plus 26,551 additional shares held by another RTW fund.

What are the key terms of the Allurion (ALUR) warrants acquired by RTW funds?

The warrants have an exercise price of $1.67 per share, become exercisable after stockholder approval, and terminate on the five-year anniversary of that stockholder approval date.

Is there a beneficial ownership limit on the Allurion (ALUR) warrants held by RTW funds?

Yes. The holder may not exercise a warrant if, after exercise, it and its affiliates would beneficially own more than 4.99% of Allurion’s outstanding common stock, or 9.99% if the holder elects that higher limit.

What is RTW Investments, LP’s relationship to Allurion (ALUR)?

The reporting persons are identified as a director and 10% owner of Allurion, and RTW Investments, LP manages the funds that directly hold the reported securities. RTW also has the right to designate two members of Allurion’s board under an amended note purchase agreement.