Marc Elia - 06 Feb 2024 Form 4 Insider Report for Fractyl Health, Inc. (GUTS)

Role
Director
Signature
Marc Elia By: /s/ Lisa A. Davidson, Attorney-in-fact
Issuer symbol
GUTS
Transactions as of
06 Feb 2024
Net transactions value
+$6,999,990
Form type
4
Filing time
08 Feb 2024, 16:32:39 UTC
Previous filing
01 Feb 2024
Next filing
23 May 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GUTS Common Stock Conversion of derivative security +1,389,451 1,389,451 06 Feb 2024 See footnotes F1, F2, F3
transaction GUTS Common Stock Purchase $6,999,990 +466,666 +34% $15.00* 1,856,117 06 Feb 2024 See footnotes F2, F3

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
transaction GUTS Series F Preferred Stock Conversion of derivative security -2,981,763 -100% 0 06 Feb 2024 Common Stock 1,389,451 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 In connection with the closing of the Issuer's initial public offering, each share of preferred stock automatically converted into common stock in accordance with the terms of such preferred stock.
F2 This Form 4 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.