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Filing Details

Accession Number:: 0000899243-24-000153
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-02-06 20:39:30
Reporting Period:: 2024-02-06

Accepted Time:: 2024-02-06 20:39:30
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1572616	Fractyl Health Inc.	GUTS	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1112278	Cvf, Llc	222 N. Lasalle Street, Suite 2000 Chicago IL 60601		No	No	Yes	No
1844818	Hcc Manager Llc	222 N. Lasalle Street, Suite 2000 Chicago IL 60601		No	No	No	Yes

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Acquisiton	2024-02-06	3,419,876	$0.00	3,419,876	No	4	C	Direct
Common Stock	Acquisiton	2024-02-06	920,661	$0.00	4,340,537	No	4	C	Direct
Common Stock	Acquisiton	2024-02-06	333,333	$15.00	4,673,870	No	4	P	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	C	Direct
No	4	C	Direct
No	4	P	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Price - 2
Common Stock	Series D Preferred Stock	Disposition	2024-02-06	4,090,872	$0.00	$0.00
Common Stock	Series E Preferred Stock	Disposition	2024-02-06	2,914,228	$0.00	$0.00
Common Stock	Series F Preferred Stock	Disposition	2024-02-06	333,957	$0.00	$0.00
Common Stock	Convertible Promissory Note	Disposition	2024-02-06	0	$0.00	$0.00

Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
	No	4	C	Direct
	No	4	C	Direct
	No	4	C	Direct
2024-12-31	No	4	C	Direct

Footnotes

Each share of the Issuer's preferred stock is convertible into shares of the Issuer's common stock at the holder's option, on a 1-1 basis, with such ratio being subject to adjustment from time to time for customary events affecting the preferred stock and common stock, and has no expiration date. On January 26, 2024, the Issuer's board approved a 1-for-2.146 reverse stock split of its issued and outstanding shares of common stock, as a result of which the conversion ratio for the Issuer's preferred stock was correspondingly adjusted to 1 share of common stock issuable for 2.146 shares of the preferred stock. The preferred stock automatically converted into common stock upon the closing of the Issuer's initial public offering on February 6, 2024 at such ratio.
The Convertible Note automatically converts into shares of the Issuer's common stock upon the occurrence of certain additional issuances of the Issuer's capital stock, including in connection with an initial public offering of the Issuer's common stock with gross proceeds of at least $80,000,000 or a resulting market capitalization of the Issuer's common stock equal to at least $1,000,000,000. In the event of such an initial public offering, all of the outstanding principal and interest under the convertible note will automatically convert into shares of the Issuer's common stock at a price equal to the lessor of (a) 80% of the per share offering price of common stock in the initial public offering; and (b) the price per share that results when $770,000,000 is divided by the total number of shares of the Issuer's common stock then outstanding, calculated on a fully diluted basis.
(Continued from Footnote 2) Upon the closing of the Issuer's initial public offering on February 6, 2024 meeting the foregoing criteria, the aggregate principal amount of the Convertible Note of approximately $10.9 million, including accrued interest, automatically converted into 920,661 shares of the Issuer's common stock.
HCC Manager LLC, manager of CVF, LLC, exercises voting and investment power with respect to shares held by CVF, LLC. HCC Manager LLC disclaims beneficial ownership of all shares held by CVF, LLC, except to the extent of its pecuniary interest therein.