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

Role
Director, 10%+ Owner
Signature
/s/ Lisa A. Davidson as Attorney-in-Fact for Ajay Royan
Stock symbol
GUTS
Transactions as of
Feb 1, 2024
Transactions value $
$0
Form type
3
Date filed
2/1/2024, 06:25 PM
Previous filing
Mar 30, 2022
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 See footnotes F1, F2
holding GUTS Series C-2 Preferred Stock Feb 1, 2024 Common Stock 3.03M See footnotes F1, F2
holding GUTS Series D Preferred Stock Feb 1, 2024 Common Stock 254K See footnotes 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. The Reporting Person is the authorized person of GP LP and a member of the investment committee of GP LP, and in such capacity may be deemed to have beneficial ownership of the securities held by LP. The Reporting Person disclaims such beneficial ownership except to the extent of his pecuniary interest, if any.
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. The Reporting Person is the sole managing member of UGP II and a member of the investment committee of GP II, and in such capacity may be deemed to have beneficial ownership of the securities held by II LP. The Reporting Person disclaims such beneficial ownership except to the extent of his pecuniary interest, if any.

Remarks:

Exhibit List --24 --Power of Attorney