4//SEC Filing
Fink Joshua A 4
Accession 0001209191-23-044453
CIK 0001828608other
Filed
Aug 2, 8:00 PM ET
Accepted
Aug 3, 4:38 PM ET
Size
17.8 KB
Accession
0001209191-23-044453
Insider Transaction Report
Form 4
Compute Health Sponsor II LLC
Director10% Owner
Transactions
- Disposition to Issuer
Class A Common Stock
2023-08-01−161,379→ 1,926,948 total - Disposition to Issuer
Class B Common Stock
2023-08-01−21,442,500→ 0 total→ Class A Common Stock (21,442,500 underlying) - Disposition to Issuer
Class A Common Stock
2023-08-01−1,926,948→ 0 total - Award
Class A Common Stock
2023-08-01+2,088,327→ 2,088,327 total
ISHRAK OMAR
DirectorChairman10% Owner
Transactions
- Award
Class A Common Stock
2023-08-01+2,088,327→ 2,088,327 total - Disposition to Issuer
Class A Common Stock
2023-08-01−1,926,948→ 0 total - Disposition to Issuer
Class A Common Stock
2023-08-01−161,379→ 1,926,948 total - Disposition to Issuer
Class B Common Stock
2023-08-01−21,442,500→ 0 total→ Class A Common Stock (21,442,500 underlying)
Nehme Jean
DirectorCo-CEO10% Owner
Transactions
- Award
Class A Common Stock
2023-08-01+2,088,327→ 2,088,327 total - Disposition to Issuer
Class A Common Stock
2023-08-01−161,379→ 1,926,948 total - Disposition to Issuer
Class A Common Stock
2023-08-01−1,926,948→ 0 total - Disposition to Issuer
Class B Common Stock
2023-08-01−21,442,500→ 0 total→ Class A Common Stock (21,442,500 underlying)
Fink Joshua A
DirectorCo-CEO, CFO10% Owner
Transactions
- Award
Class A Common Stock
2023-08-01+2,088,327→ 2,088,327 total - Disposition to Issuer
Class A Common Stock
2023-08-01−161,379→ 1,926,948 total - Disposition to Issuer
Class A Common Stock
2023-08-01−1,926,948→ 0 total - Disposition to Issuer
Class B Common Stock
2023-08-01−21,442,500→ 0 total→ Class A Common Stock (21,442,500 underlying)
Footnotes (6)
- [F1]Reflects transactions in connection with that certain Business Combination Agreement (the "Business Combination Agreement"), dated as of February 9, 2023 and amended as of May 2, 2023, by and among the issuer, Allurion Technologies Opco, Inc. (f/k/a Allurion Technologies, Inc.) ("Allurion"), Allurion Technologies, Inc. (f/k/a Allurion Technologies Holdings, Inc.) ("Pubco") and the other parties thereto (the "Business Combination").
- [F2]Reflects the conversion of the issuer's Class B common stock, par value $0.0001 ("Class B Common Stock"), and 12,833,333 warrants acquired from the issuer in connection with the issuer's initial public offering into 2,088,327 shares of the issuer's Class A common stock, par value $0.0001 ("Class A Common Stock"), pursuant to the terms of that certain Sponsor Support Agreement, dated as of February 9, 2023, entered into by and among the issuer, Compute Health Sponsor LLC (the "Sponsor"), Allurion, Pubco and the other parties thereto, which was entered into in connection with the Business Combination.
- [F3]These securities are held in the name of the Sponsor, which is managed by its managing members, Omar Ishrak, Jean Nehme and Joshua Fink. Each of the Reporting Persons may be deemed a beneficial owner of securities held by the Sponsor but each (other than the Sponsor) disclaims beneficial ownership of any such securities except to the extent of its respective pecuniary interest therein.
- [F4]Pursuant to the terms of that certain Contribution Agreement, dated as of May 2, 2023, by and between the issuer and the Sponsor, 161,379 shares of Class A Common Stock held by the Sponsor were contributed to the capital of the issuer.
- [F5]Pursuant to the terms of the Business Combination Agreement, each of the 1,926,948 shares of Class A Common Stock held by the Sponsor were canceled and converted into the right to receive 1.420455 shares of Pubco common stock, $0.0001 par value.
- [F6]As described in the issuer's registration statement on Form S-1 (File No. 333-252245) under the heading "Description of Securities--Founder Shares," the shares of Class B Common Stock were to automatically convert into shares of Class A Common Stock at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustment, and had no expiration date.
Documents
Issuer
Compute Health Acquisition Corp.
CIK 0001828608
Entity typeother
Related Parties
1- filerCIK 0001414107
Filing Metadata
- Form type
- 4
- Filed
- Aug 2, 8:00 PM ET
- Accepted
- Aug 3, 4:38 PM ET
- Size
- 17.8 KB