Bessemer Venture Partners VII L.P. - Feb 6, 2024 Form 4 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 6, 2024
Transactions value $: $0
Form type: 4
Date filed: 2/8/2024, 05:44 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		+4.77M			4.77M	Feb 6, 2024	See footnotes	F1, F2, F3, F4, F5, F6, F7, F8, F9

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 A Preferred Stock	Conversion of derivative security		-1.95M	-100%		0	Feb 6, 2024	Common Stock	910K		See footnotes	F1, F7, F9
transaction	GUTS	Series B Preferred Stock	Conversion of derivative security		-3.16M	-100%		0	Feb 6, 2024	Common Stock	1.47M		See footnotes	F2, F7, F9
transaction	GUTS	Series C-1 Preferred Stock	Conversion of derivative security		-2.24M	-100%		0	Feb 6, 2024	Common Stock	1.04M		See footnotes	F3, F7, F9
transaction	GUTS	Series C-2 Preferred Stock	Conversion of derivative security		-1.63M	-100%		0	Feb 6, 2024	Common Stock	758K		See footnotes	F4, F7, F9
transaction	GUTS	Series D Preferred Stock	Conversion of derivative security		-909K	-100%		0	Feb 6, 2024	Common Stock	424K		See footnotes	F5, F7, F9
transaction	GUTS	Series E Preferred Stock	Conversion of derivative security		-352K	-100%		0	Feb 6, 2024	Common Stock	164K		See footnotes	F6, F7, F9

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents 625,047 shares of Series A Preferred Stock converted to 291,261 shares of Common Stock held by Bessemer Venture Partners VII L.P. ("BVP VII"), 273,458 shares of Series A Preferred Stock converted to 127,426 shares of Common Stock held by Bessemer Venture Partners VII Institutional L.P. ("BVP VII Inst"), and 1,054,766 shares of Series A Preferred Stock converted to 491,503 shares of Common Stock held by BVP VII Special Opportunity Fund L.P. ("BVP VII SOF" and together with BVP VII and BVP VII Inst, the "BVP VII Funds").
F2	Represents 1,011,748 shares of Series B Preferred Stock converted to 471,457 shares of Common Stock held by BVP VII, 442,639 shares of Series B Preferred Stock converted to 206,262 shares of Common Stock held by BVP VII Inst, and 1,707,322 shares of Series B Preferred Stock converted to 795,583 shares of Common Stock held by BVP VII SOF.
F3	Represents 715,692 shares of Series C-1 Preferred Stock converted to 333,500 shares of Common Stock held by BVP VII, 313,115 shares of Series C-1 Preferred Stock converted to 145,906 shares of Common Stock held by BVP VII Inst, and 1,207,730 shares of Series C-1 Preferred Stock converted to 562,781 shares of Common Stock held by BVP VII SOF.
F4	Represents 520,223 shares of Series C-2 Preferred Stock converted to 242,415 shares of Common Stock held by BVP VII, 227,598 shares of Series C-2 Preferred Stock converted to 106,056 shares of Common Stock held by BVP VII Inst, and 877,877 shares of Series C-2 Preferred Stock converted to 409,075 shares of Common Stock held by BVP VII SOF.
F5	Represents 290,879 shares of Series D Preferred Stock converted to 135,544 shares of Common Stock held by BVP VII, 127,260 shares of Series D Preferred Stock converted to 59,301 shares of Common Stock held by BVP VII Inst, and 490,859 shares of Series D Preferred Stock converted to 228,732 shares of Common Stock held by BVP VII SOF.
F6	Represents 112,691 shares of Series E Preferred Stock converted to 52,512 shares of Common Stock held by BVP VII, 49,302 shares of Series E Preferred Stock converted to 22,973 shares of Common Stock held by BVP VII Inst, and 190,166 shares of Series E Preferred Stock converted to 88,614 shares of Common Stock held by BVP VII SOF.
F7	Each share of the Issuer's preferred stock was convertible into shares of the Issuer's Common Stock at the holder's election and had no expiration date. The preferred stock automatically converted into Common Stock upon the closing of the Issuer's initial public offering.
F8	After the reported transaction, BVP VII, BVP VII Inst, and BVP VII SOF own 1,526,689; 667,924; and 2,576,288 shares of common stock, respectively.
F9	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.