James E. Flynn - Feb 6, 2024 Form 4 Insider Report for Fractyl Health, Inc. (GUTS)

Role
Possible Members of 10% Group, 10%+ Owner
Signature
/s/ Jonathan Isler, Attorney-in-Fact
Stock symbol
GUTS
Transactions as of
Feb 6, 2024
Transactions value $
$0
Form type
4
Date filed
2/8/2024, 02:07 PM
Previous filing
Feb 1, 2024
Next filing
Feb 16, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GUTS Common Stock Conversion of derivative security +758K 758K Feb 6, 2024 Through Deerfield Private Design Fund III, L.P. F1, F2, F3
transaction GUTS Common Stock Conversion of derivative security +76.7K +10.13% 834K Feb 6, 2024 Through Deerfield Private Design Fund III, L.P. F2, F3, F4

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-2 Preferred Stock Conversion of derivative security -1.63M -100% 0 Feb 6, 2024 Common Stock 758K Through Deerfield Private Design Fund III, L.P. F1, F2, F3
transaction GUTS Series D Preferred Stock Conversion of derivative security -165K -100% 0 Feb 6, 2024 Common Stock 76.7K Through Deerfield Private Design Fund III, L.P. F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

James E. Flynn is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Each share of Series C-2 Preferred Stock automatically converted into 0.46598 shares of the Issuer's common stock upon the closing of the Issuer's initial public offering (on an adjusted basis after giving effect to the 1-for-2.146 reverse split of the Issuer's common stock effected by the Issuer on January 26, 2024).
F2 This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. (the "Fund"). Deerfield Management Company, L.P. is the investment manager of the Fund. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt III, L.P. and Deerfield Management Company, L.P.
F3 In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Fund is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.
F4 Each share of Series D Preferred Stock automatically converted into 0.46598 shares of the Issuer's common stock upon the closing of the Issuer's initial public offering (on an adjusted basis after giving effect to the 1-for-2.146 reverse split of the Issuer's common stock effected by the Issuer on January 26, 2024).

Remarks:

Jonathan Isler, Attorney-in-Fact: Power of Attorney, which is hereby incorporated by reference to Exhibit 24 to a Form 4 with regard to DA32 Life Science Tech Acquisition Corp. filed with the Securities and Exchange Commission on August 3, 2021 by Deerfield Partners, L.P., Deerfield Mgmt, L.P., Deerfield Management Company, L.P. and James E. Flynn