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

Role: Director, 10%+ Owner
Signature: /s/ Lisa A. Davidson as Attorney-in-Fact for Ajay Royan
Issuer symbol: GUTS
Transactions as of: 06 Feb 2024
Net transactions value: +$4,999,995
Form type: 4
Filing time: 08 Feb 2024, 16:37:35 UTC
Previous filing: 01 Feb 2024
Next filing: 18 Mar 2025
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		+5,160,301			5,160,301	06 Feb 2024	See footnote	F1, F2
transaction	GUTS	Common Stock	Conversion of derivative security		+918,567			918,567	06 Feb 2024	See footnote	F1, F3
transaction	GUTS	Common Stock	Purchase	$4,999,995	+333,333	+36%	$15.00^*	1,251,900	06 Feb 2024	See footnote	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 C-1 Preferred Stock	Conversion of derivative security		-4,025,764	-100%		0	06 Feb 2024	Common Stock	1,875,938		See footnote	F1, F2
transaction	GUTS	Series C-2 Preferred Stock	Conversion of derivative security		-6,502,796	-100%		0	06 Feb 2024	Common Stock	3,030,193		See footnote	F1, F2
transaction	GUTS	Series D Preferred Stock	Conversion of derivative security		-545,450	-100%		0	06 Feb 2024	Common Stock	254,170		See footnote	F1, F2
transaction	GUTS	Series E Preferred Stock	Conversion of derivative security		-373,021	-100%		0	06 Feb 2024	Common Stock	173,821		See footnote	F1, F3
transaction	GUTS	Series F Preferred Stock	Conversion of derivative security		-1,598,225	-100%		0	06 Feb 2024	Common Stock	744,746		See footnote	F1, 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 0.466 shares of the Issuer's common stock in accordance with the terms of such preferred stock.
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. 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 therein, 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 disclaim such beneficial ownership except to the extent of his pecuniary interest therein, if any.