RTW INVESTMENTS, LP 4
4 · ALLURION TECHNOLOGIES, INC. · Filed Jul 23, 2026
Research Summary
AI-generated summary of this filing
Allurion (ALUR) 10% Holder RTW Investments Exchanges Shares for Warrants
What Happened
RTW Investments, LP (reporting as a 10% holder) converted a total of 392,766 shares of Allurion Technologies (ALUR) common stock into pre‑funded warrants on July 21, 2026. The exchange involved four fund-level holdings: 209,254; 161,807; 19,934; and 1,771 shares. Each block of common stock was exchanged for a pre‑funded warrant exercisable for the same number of shares for $0.0001 per share; the transactions were exchange transactions for no additional consideration (i.e., no cash paid or received).
Key Details
- Transaction date: July 21, 2026. Report filed July 23, 2026 (no late filing indicated).
- Total shares exchanged: 392,766 (sum of 209,254 + 161,807 + 19,934 + 1,771).
- Instrument received: Pre‑Funded Warrants exercisable for the same share amounts; exercise price $0.0001 per share; warrants have no expiration and are exercisable immediately.
- Exercise limitation: Warrants cannot be exercised to the extent doing so would raise the holder’s beneficial ownership (with Attribution Parties) above 9.99% of outstanding common stock.
- Consideration: No additional cash consideration; Form 4 reports the transactions as code J (other acquisition/disposition) and shows both disposition of shares and acquisition of derivative warrants.
- Shares owned after transaction: The filing does not state a single aggregated post‑transaction share total for RTW Investments; the underlying funds hold the pre‑funded warrants directly per footnotes.
- Reverse split note: Counts reflect a 1‑for‑15 reverse stock split effective June 18, 2026.
Context
- These are institutional fund-level exchanges (Master Fund, RTW Innovation, RTW Biotech, and another RTW fund) managed by RTW Investments/Adviser; Roderick Wong, M.D. is the Adviser’s Managing Partner and CIO. This is not an insider executive selling or buying for personal reasons.
- A pre‑funded warrant is effectively a derivative that can be exercised into common shares (here at a nominal price); converting common shares to such warrants is typically a structural/legal/ownership move rather than a simple buy/sell trade and does not by itself indicate bullish or bearish intent.
Insider Transaction Report
Form 4Exit
RTW INVESTMENTS, LP
10% Owner
Transactions
- Other
Common Stock, $0.0001 par value per share
[F1][F2][F3]2026-07-21−209,254→ 0 total(indirect: See footnotes) - Other
Common Stock, $0.0001 par value per share
[F4][F2][F5]2026-07-21−161,807→ 0 total(indirect: See footnotes) - Other
Common Stock, $0.0001 par value per share
[F6][F2][F7]2026-07-21−19,934→ 0 total(indirect: See footnotes) - Other
Common Stock, $0.0001 par value per share
[F8][F2][F9]2026-07-21−1,771→ 0 total(indirect: See footnotes) - Other
Pre-Funded Warrant (Right to Buy)
[F1][F10][F2][F3]2026-07-21+209,254→ 209,254 total(indirect: See Footnotes)Exercise: $0.00→ Common Stock (209,254 underlying) - Other
Pre-Funded Warrant (Right to Buy)
[F4][F10][F2][F5]2026-07-21+161,807→ 161,807 total(indirect: See footnotes)Exercise: $0.00→ Common Stock (161,807 underlying) - Other
Pre-Funded Warrant (Right to Buy)
[F6][F10][F2][F7]2026-07-21+19,934→ 19,934 total(indirect: See footnotes)Exercise: $0.00→ Common Stock (19,934 underlying) - Other
Pre-Funded Warrant (Right to Buy)
[F8][F10][F2][F9]2026-07-21+1,771→ 1,771 total(indirect: See footnotes)Exercise: $0.00→ Common Stock (1,771 underlying)
Footnotes (10)
- [F1]On July 21, 2026, RTW Master Fund, Ltd. ("Master Fund") entered into an Exchange Agreement with the Issuer pursuant to which the Master Fund exchanged, for no additional consideration, 209,254 shares of the Issuer's Common Stock for a pre-funded warrant exercisable for up to 209,254 shares of the Issuer's Common Stock at an exercise price of $0.0001 per share (a "Pre-Funded Warrant").
- [F10]The Pre-Funded Warrant has no expiration date and is exercisable immediately. Notwithstanding the foregoing, the holder shall not be entitled to exercise the Pre-Funded Warrant to the extent that it would cause the aggregate number of shares of Common Stock beneficially owned by the holder, together with its Attribution Parties (as defined in the Pre-Funded Warrant), to exceed 9.99% of the total number of issued and outstanding shares of Common Stock of the Issuer following such exercise.
- [F2]RTW Investments, LP (the "Adviser") manages certain funds that directly hold the securities reported herein, including the Master Fund, RTW Innovation Master Fund, Ltd. ("RTW Innovation"), RTW Biotech Opportunities Operating Ltd. ("RTW Biotech Fund") 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.
- [F3]Held directly by Master Fund.
- [F4]On July 21, 2026, RTW Innovation entered into an Exchange Agreement with the Issuer pursuant to which the RTW Innovation exchanged, for no additional consideration, 161,807 shares of the Issuer's Common Stock for a Pre-Funded Warrant exercisable for 161,807 shares of the Issuer's Common Stock.
- [F5]Held directly by RTW Innovation.
- [F6]On July 21, 2026, RTW Biotech Fund entered into an Exchange Agreement with the Issuer pursuant to which the RTW Biotech Fund exchanged, for no additional consideration, 19,934 shares of the Issuer's Common Stock for a Pre-Funded Warrant exercisable for 19,934 shares of the Issuer's Common Stock.
- [F7]Held directly by RTW Biotech Fund.
- [F8]On July 21, 2026, RTW Innovation entered into an Exchange Agreement with the Issuer pursuant to which Other RTW Fund exchanged, for no additional consideration, 1,771 shares of the Issuer's Common Stock for a Pre-Funded Warrant exercisable for 1,771 shares of the Issuer's Common Stock.
- [F9]Held by an Other RTW Fund.