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

Role
Director
Signature
Marc Elia By: /s/ Lisa A. Davidson, Attorney-in-fact
Stock symbol
GUTS
Transactions as of
Feb 1, 2024
Transactions value $
$0
Form type
3
Date filed
2/1/2024, 06:35 PM
Previous filing
Jun 15, 2023
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 F Preferred Stock Feb 1, 2024 Common Stock 1.39M See footnotes F1, F2, 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 shares of the Issuer's common stock at the holder's election in accordance with the terms of such preferred stock 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 This Form 3 is filed by M28 Capital Management LP ("M28 Capital Management") and Marc Elia ("Mr. Elia", and each of Mr. Elia and M28 Capital Management, a "Reporting Person"). The securities reported herein are held by certain funds and accounts for which M28 Capital Management serves as investment manager. Mr. Elia is the Chief Investment Officer of M28 Capital Management and the Managing Member of M28 Capital Management GP LLC, the general partner of M28 Capital Management. Mr. Elia also serves on the Board of Directors of the Issuer.
F3 Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, if any.

Remarks:

M28 Capital Management may be deemed to be a director by deputization for purposes of Section 16 under the Securities Exchange Act of 1934, as amended, by virtue of the fact that Mr. Elia currently serves on the board of directors of the Issuer. Exhibit 24 - Power of Attorney.