Mithril LP - 06 Feb 2024 Form 4 Insider Report for Fractyl Health, Inc. (GUTS)

Source evidence Original filing metadata and source links for verification. 4 source fields
SEC form
4
Accepted by SEC
08 Feb 2024, 16:35:00 UTC
Prior SEC filing
01 Feb 2024
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
Mithril II UGP LLC By: /s/ Ajay Royan, Managing Member

Key filing fact

Mithril LP filed Form 4 for Fractyl Health, Inc. (GUTS) on 08 Feb 2024.

Key facts

  • This page summarizes Mithril LP's Form 4 filing for Fractyl Health, Inc. (GUTS).
  • 8 reported transactions and 5 derivative rows are listed below.
  • Accepted by SEC: 08 Feb 2024, 16:35.

Change

  • Previous filing in this sequence was filed on 01 Feb 2024.
  • Current net transaction value: +$4,999,995.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

GUTS transaction

Common Stock

Conversion of derivative security

Transaction value
Shares
+5,160,301
Change %
Price
Shares after
5,160,301
Date
06 Feb 2024
Ownership
Direct
Footnotes
F1, F2
GUTS transaction

Common Stock

Conversion of derivative security

Transaction value
Shares
+918,567
Change %
Price
Shares after
918,567
Date
06 Feb 2024
Ownership
See footnote
Footnotes
F1, F3
GUTS transaction

Common Stock

Purchase

Transaction value
$4,999,995
Shares
+333,333
Change %
+36%
Price
$15.00*
Shares after
1,251,900
Date
06 Feb 2024
Ownership
See footnote
Footnotes
F3

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

GUTS transaction Derivative

Series C-1 Preferred Stock

Conversion of derivative security

Transaction value
Shares
-4,025,764
Change %
-100%
Price
Shares after
0
Date
06 Feb 2024
Ownership
Direct
Underlying class
Common Stock
Underlying amount
1,875,938
Exercise price
Footnotes
F1, F2
GUTS transaction Derivative

Series C-2 Preferred Stock

Conversion of derivative security

Transaction value
Shares
-6,502,796
Change %
-100%
Price
Shares after
0
Date
06 Feb 2024
Ownership
Direct
Underlying class
Common Stock
Underlying amount
3,030,193
Exercise price
Footnotes
F1, F2
GUTS transaction Derivative

Series D Preferred Stock

Conversion of derivative security

Transaction value
Shares
-545,450
Change %
-100%
Price
Shares after
0
Date
06 Feb 2024
Ownership
Direct
Underlying class
Common Stock
Underlying amount
254,170
Exercise price
Footnotes
F1, F2
GUTS transaction Derivative

Series E Preferred Stock

Conversion of derivative security

Transaction value
Shares
-373,021
Change %
-100%
Price
Shares after
0
Date
06 Feb 2024
Ownership
See footnote
Underlying class
Common Stock
Underlying amount
173,821
Exercise price
Footnotes
F1, F3
GUTS transaction Derivative

Series F Preferred Stock

Conversion of derivative security

Transaction value
Shares
-1,598,225
Change %
-100%
Price
Shares after
0
Date
06 Feb 2024
Ownership
See footnote
Underlying class
Common Stock
Underlying amount
744,746
Exercise price
Footnotes
F1, F3
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 3 footnotes

Footnote 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.

Footnote 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. Ajay Royan, a member of the Issuer's board of directors, is the authorized person of GP LP. Mr. Royan and Peter Thiel are the members of the investment committee of GP LP, and in such capacities may be deemed to have beneficial ownership of the securities held by LP. Each of GP LP and Mr. Thiel disclaims such beneficial ownership except to the extent of its and his respective pecuniary interest therein, if any. Mr. Royan is a director of the Issuer and files separate Section 16 reports.

Footnote 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. Mr. Royan is the sole managing member of UGP II. Messrs. Royan and Thiel are the members of the investment committee of GP II, and in such capacities may be deemed to have beneficial ownership of the securities held by II LP. Each of UGP II, GP II and Mr. Thiel disclaims such beneficial ownership except to the extent of its and his respective pecuniary interest therein, if any. Mr. Royan is a director of the Issuer and files separate Section 16 reports.

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