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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person ^*

RTW INVESTMENTS, LP

(Last)

(First)

(Middle)

40 10TH AVENUE, 7TH FLOOR

(Street)

NEW YORK

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)
04/16/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $0.0001 par value per share	04/16/2025		C		822,722	A	$ 3.35	1,324,532	I	Please see footnotes ⁽¹⁾ ⁽²⁾
Common Stock, $0.0001 par value per share	04/16/2025		C		631,954	A	$ 3.35	1,027,287	I	Please see footnotes ⁽¹⁾ ⁽³⁾
Common Stock, $0.0001 par value per share	04/16/2025		C		37,863	A	$ 3.35	164,233	I	Please see footnotes ⁽¹⁾ ⁽⁴⁾
Common Stock, $0.0001 par value per share								26,551	I	Please see footnotes ⁽¹⁾ ⁽⁴⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Convertible Note	$ 3.35	04/16/2025		A		$ 5,000,000		⁽⁵⁾⁽⁶⁾	04/16/2031	Common Stock	1,492,539	$ 5,000,000	$ 5,000,000	I	Please see footnotes ⁽¹⁾ ⁽⁴⁾
Convertible Note	$ 3.35	04/16/2025		C			$ 5,000,000	⁽⁵⁾⁽⁶⁾	04/16/2031	Common Stock	1,492,539	$ 5,000,000	$ 0	I	Please see footnotes ⁽¹⁾ ⁽⁴⁾

Explanation of Responses:

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 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 by Master Fund.

3. Held by RTW Innovation.

4. Held by RTW Funds.

5. 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").

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 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.

	/s/ Roderick Wong, M.D. - For RTW Investments, LP, By: Roderick Wong, M.D., Managing Partner	04/17/2025
	** Signature of Reporting Person	Date
	/s/ Roderick Wong, M.D.	04/17/2025
	** Signature of Reporting Person	Date
	/s/ Darshan Patel - For RTW Master Fund, Ltd., By: Darshan Patel, Director	04/17/2025
	** Signature of Reporting Person	Date
	/s/ Darshan Patel - For RTW Innovation Master Fund, Ltd., By: Darshan Patel, Director	04/17/2025
	** Signature of Reporting Person	Date
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