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

Role: 10%+ Owner
Signature: Mithril II UGP LLC By: /s/ Ajay Royan, Managing Member
Stock symbol: GUTS
Transactions as of: Feb 1, 2024
Transactions value $: $0
Form type: 3
Date filed: 2/1/2024, 06:19 PM
Next filing: Feb 8, 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 C-1 Preferred Stock							Feb 1, 2024	Common Stock	1.88M		Direct	F1, F2
holding	GUTS	Series C-2 Preferred Stock							Feb 1, 2024	Common Stock	3.03M		Direct	F1, F2
holding	GUTS	Series D Preferred Stock							Feb 1, 2024	Common Stock	254K		Direct	F1, F2
holding	GUTS	Series E Preferred Stock							Feb 1, 2024	Common Stock	174K		See footnotes	F1, F3
holding	GUTS	Series F Preferred Stock							Feb 1, 2024	Common Stock	745K		See footnotes	F1, F3

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

Explanation of Responses:

Id	Content
F1	Each share of the Issuer's preferred stock is convertible into 0.466 shares of the Issuer's common stock at the holder's election and has no expiration date. The preferred stock will automatically convert into common stock upon the closing of the Issuer's initial public offering.
F2	Represents securities held by Mithril LP ("LP"). Mithril GP LP ("GP LP") is the general partner of LP and may be deemed to have shared voting and dispositive power with respect to the securities held by LP. Ajay Royan, a member of the Issuer's board of directors, is the authorized person of GP LP. Mr. Royan and Peter Thiel are the members of the investment committee of GP LP, and in such capacities may be deemed to have beneficial ownership of the securities held by LP. Each of GP LP and Mr. Thiel disclaims such beneficial ownership except to the extent of its and his respective pecuniary interest therein, if any. Mr. Royan is a director of the Issuer and files separate Section 16 reports.
F3	Represents securities held by Mithril II LP ("II LP"). Mithril II UGP LLC ("UGP II") is the general partner of Mithril II GP LP ("GP II"), which is the general partner of II LP, and each of UGP II and GP II may be deemed to have shared voting and dispositive power with respect to the securities held by II LP. Mr. Royan is the sole managing member of UGP II. Messrs. Royan and Thiel are the members of the investment committee of GP II, and in such capacities may be deemed to have beneficial ownership of the securities held by II LP. Each of UGP II, GP II and Mr. Thiel disclaims such beneficial ownership except to the extent of its and his respective pecuniary interest therein, if any. Mr. Royan is a director of the Issuer and files separate Section 16 reports.