James E. Flynn - 06 Feb 2024 Form 4 Insider Report for Fractyl Health, Inc. (GUTS)

Footnote 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).

Footnote 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.

Footnote 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.

Footnote 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).