Cvf, Llc - Feb 1, 2024 Form 3 Insider Report for Fractyl Health, Inc. (GUTS)

Role: 10%+ Owner
Signature: CVF, LLC, By: HCC Manager LLC, Its: Managing Member, By:/s/Richard H. Robb; Name: Richard H. Robb, Title: Executive Vice President
Stock symbol: GUTS
Transactions as of: Feb 1, 2024
Transactions value $: $0
Form type: 3
Date filed: 2/1/2024, 06:56 PM
Next filing: Feb 6, 2024

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	GUTS	Series D Preferred Stock							Feb 1, 2024	Common Stock	4.09M		Direct	F1, F6
holding	GUTS	Series E Preferred Stock							Feb 1, 2024	Common Stock	2.91M		Direct	F2, F6
holding	GUTS	Series F Preferred Stock							Feb 1, 2024	Common Stock	334K		Direct	F3, F6
holding	GUTS	Common Stock Warrant							Feb 1, 2024	Common Stock			Direct	F4, F6
holding	GUTS	Convertible Promissory Note							Feb 1, 2024	Common Stock			Direct	F5, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The Series D Preferred Stock is convertible, at the option of the holder, at any time and from time to time on a 1-for-1 basis for shares of the Issuer's common stock, with such ratio being subject to adjustment from time to time for customary events affecting the preferred stock and common stock. The preferred stock has no stated expiration date. The Series D Preferred Stock will automatically convert to common stock upon consummation of an initial public offering meeting certain criteria.
F2	The Series E Preferred Stock is convertible, at the option of the holder, at any time and from time to time on a 1-for-1 basis for shares of the Issuer's common stock, with such ratio being subject to adjustment from time to time for customary events affecting the preferred stock and common stock. The preferred stock has no stated expiration date. The Series E Preferred Stock will automatically convert to common stock upon consummation of an initial public offering meeting certain criteria.
F3	The Series F Preferred Stock is convertible, at the option of the holder, at any time and from time to time on a 1-for-1 basis for shares of the Issuer's common stock, with such ratio being subject to adjustment from time to time for customary events affecting the preferred stock and common stock. The preferred stock has no stated expiration date. The Series F Preferred Stock will automatically convert to common stock upon consummation of an initial public offering meeting certain criteria.
F4	The Warrant permits CVF, LLC to purchase a number of shares of the Issuer's common stock equal to the quotient of (a) $10,449,589.04; divided by (b) an amount at CVF, LLC's option equal to (i) $8.3843, (ii) the lowest original issue price of the shares of the Issuer's preferred stock issued after July 11, 2023 in the next bona fide private preferred equity financing round, (iii) in the event of any convertible note, SAFE or similar convertible security financing, the conversion price contemplated by such convertible security or (iv) in the event of an initial public offering of the Issuer's common stock, the per share offering price of common stock in the initial public offering. The per share exercise price of the warrant is equal to the amount elected by CVF, LLC in the foregoing clause (b).
F5	The Convertible Note automatically converts into shares of the Issuer's common stock upon the occurrence of certain additional issuances of the Issuer's capital stock, including in connection with an initial public offering of the Issuer's common stock with gross proceeds of at least $80,000,000 or a resulting market capitalization of the Issuer's common stock equal to at least $1,000,000,000. In the event of such an initial public offering, all of the outstanding principal and interest under the convertible note will automatically convert into shares of the Issuer's common stock at a price equal to the lessor of (a) 80% of the per share offering price of common stock in the initial public offering; and (b) the price per share that results when $770,000,000 is divided by the total number of shares of the Issuer's common stock then outstanding, calculated on a fully diluted basis.
F6	HCC Manager LLC, manager of CVF, LLC, exercises voting and investment power with respect to shares held by CVF, LLC. HCC Manager LLC disclaims beneficial ownership of all shares held by CVF, LLC, except to the extent of its pecuniary interest therein.