Bessemer Venture Partners VII L.P. - Feb 1, 2024 Form 3 Insider Report for Fractyl Health, Inc. (GUTS)

Role: 10%+ Owner
Signature: /s/ Scott Ring, General Counsel, Deer VII & Co. Ltd., the General Partner of Deer VII & Co. L.P., the General Partner of Bessemer Venture Partners VII L.P.
Stock symbol: GUTS
Transactions as of: Feb 1, 2024
Transactions value $: $0
Form type: 3
Date filed: 2/1/2024, 07:08 PM
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 A Preferred Stock							Feb 1, 2024	Common Stock	910K		See footnotes	F1, F2, F3
holding	GUTS	Series B Preferred Stock							Feb 1, 2024	Common Stock	1.47M		See footnotes	F1, F3, F4
holding	GUTS	Series C-1 Preferred Stock							Feb 1, 2024	Common Stock	1.04M		See footnotes	F1, F3, F5
holding	GUTS	Series C-2 Preferred Stock							Feb 1, 2024	Common Stock	758K		See footnotes	F1, F3, F6
holding	GUTS	Series D Preferred Stock							Feb 1, 2024	Common Stock	424K		See footnotes	F1, F3, F7
holding	GUTS	Series E Preferred Stock							Feb 1, 2024	Common Stock	164K		See footnotes	F1, F3, F8

* 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 and has no expiration date. The preferred stock will automatically convert into common stock upon the closing of the Issuer's initial public offering. All share numbers reported in this Form 3 reflect a 1-for-2.146 reverse stock split for the Issuer's common stock, effected by the Issuer on January 26, 2024.
F2	As of the date hereof, Bessemer Venture Partners VII L.P. ("BVP VII"), Bessemer Venture Partners VII Institutional L.P. ("BVP VII Inst"), and BVP Special Opportunity Fund VII L.P. ("BVP VII SOF" and together with BVP VII and BVP VII Inst, the "BVP VII Funds") own shares of Series A Preferred Stock convertible into 291,261, 127,426 and 491,503 shares of common stock, respectively.
F3	Deer VII & Co. Ltd. ("Deer Ltd.") is the general partner of Deer VII & Co. L.P. ("Deer L.P."), which is the general partner of the BVP VII Funds. Deer Ltd. and Deer L.P. disclaim beneficial ownership of the securities held by the BVP VII Funds, and this report shall not be deemed an admission that Deer Ltd. and Deer L.P. are the beneficial owners of such securities, except to the extent of their pecuniary interest therein, if any, by virtue of their direct and indirect general partner interests in the BVP VII Funds.
F4	As of the date hereof, BVP VII, BVP VII Inst, and BVP VII SOF own shares of Series B Preferred Stock convertible into 471,457, 206,262 and 795,583 shares of common stock, respectively.
F5	As of the date hereof, BVP VII, BVP VII Inst, and BVP VII SOF own shares of Series C-1 Preferred Stock convertible into 333,500, 145,906 and 562,781 shares of common stock, respectively.
F6	As of the date hereof, BVP VII, BVP VII Inst, and BVP VII SOF own shares of Series C-2 Preferred Stock convertible into 242,415, 106,056 and 409,075 shares of common stock, respectively.
F7	As of the date hereof, BVP VII, BVP VII Inst, and BVP VII SOF own shares of Series D Preferred Stock convertible into 135,544, 59,301 and 228,732 shares of common stock, respectively.
F8	As of the date hereof, BVP VII, BVP VII Inst, and BVP VII SOF own shares of Series E Preferred Stock convertible into 52,512, 22,973 and 88,614 shares of common stock, respectively.