Ajay Royan - Feb 6, 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
Stock symbol
GUTS
Transactions as of
Feb 6, 2024
Transactions value $
$4,999,995
Form type
4
Date filed
2/8/2024, 04:37 PM
Previous filing
Feb 1, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GUTS Common Stock Conversion of derivative security +5.16M 5.16M Feb 6, 2024 See footnote F1, F2
transaction GUTS Common Stock Conversion of derivative security +919K 919K Feb 6, 2024 See footnote F1, F3
transaction GUTS Common Stock Purchase $5M +333K +36.29% $15.00* 1.25M Feb 6, 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 -4.03M -100% 0 Feb 6, 2024 Common Stock 1.88M See footnote F1, F2
transaction GUTS Series C-2 Preferred Stock Conversion of derivative security -6.5M -100% 0 Feb 6, 2024 Common Stock 3.03M See footnote F1, F2
transaction GUTS Series D Preferred Stock Conversion of derivative security -545K -100% 0 Feb 6, 2024 Common Stock 254K See footnote F1, F2
transaction GUTS Series E Preferred Stock Conversion of derivative security -373K -100% 0 Feb 6, 2024 Common Stock 174K See footnote F1, F3
transaction GUTS Series F Preferred Stock Conversion of derivative security -1.6M -100% 0 Feb 6, 2024 Common Stock 745K 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.