0001193805-24-000121.txt : 20240201 0001193805-24-000121.hdr.sgml : 20240201 20240201185549 ACCESSION NUMBER: 0001193805-24-000121 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20240201 FILED AS OF DATE: 20240201 DATE AS OF CHANGE: 20240201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) CENTRAL INDEX KEY: 0001009258 ORGANIZATION NAME: STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41942 FILM NUMBER: 24588360 BUSINESS ADDRESS: STREET 1: 345 PARK AVENUE SOUTH, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 2125511600 MAIL ADDRESS: STREET 1: 345 PARK AVENUE SOUTH, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 FORMER NAME: FORMER CONFORMED NAME: DEERFIELD MANAGEMENT CO DATE OF NAME CHANGE: 20131114 FORMER NAME: FORMER CONFORMED NAME: DEERFIELD MANAGEMENT CO /NY DATE OF NAME CHANGE: 19981022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Flynn James E CENTRAL INDEX KEY: 0001352546 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41942 FILM NUMBER: 24588363 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Deerfield Mgmt III, L.P. CENTRAL INDEX KEY: 0001610540 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1214 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41942 FILM NUMBER: 24588361 BUSINESS ADDRESS: STREET 1: 780 THIRD AVENUE, 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-551-1600 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE, 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Deerfield Private Design Fund III, L.P. CENTRAL INDEX KEY: 0001603333 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41942 FILM NUMBER: 24588362 BUSINESS ADDRESS: STREET 1: 780 THIRD AVENUE, 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-551-1600 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE, 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Fractyl Health, Inc. CENTRAL INDEX KEY: 0001572616 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] ORGANIZATION NAME: 08 Industrial Applications and Services IRS NUMBER: 273553477 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 17 HARTWELL AVENUE CITY: LEXINGTON STATE: MA ZIP: 02421 BUSINESS PHONE: 781-902-8800 MAIL ADDRESS: STREET 1: 17 HARTWELL AVENUE CITY: LEXINGTON STATE: MA ZIP: 02421 FORMER COMPANY: FORMER CONFORMED NAME: Fractyl Laboratories Inc. DATE OF NAME CHANGE: 20130320 3 1 e619223_3-fh.xml X0206 3 2024-02-01 0 0001572616 Fractyl Health, Inc. GUTS 0001352546 Flynn James E 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK NY 10010 0 0 1 1 Possible Member of 10% Group 0001603333 Deerfield Private Design Fund III, L.P. 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK NY 10017 0 0 1 1 Possible Member of 10% Group 0001610540 Deerfield Mgmt III, L.P. 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK NY 10017 0 0 1 1 Possible Member of 10% Group 0001009258 DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK NY 10010 0 0 1 1 Possible Member of 10% Group Series C-2 Preferred Stock Common Stock 757548 I Through Deerfield Private Design Fund III, L.P. Series D Preferred Stock Common Stock 76706 I Through Deerfield Private Design Fund III, L.P. Each share of Series C-2 Preferred Stock is convertible into approximately 0.46598 shares of the Issuer's common stock (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) and will automatically convert into shares of the Issuer's common stock upon the closing of the Issuer's initial public offering of common stock. This Form 3 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. In accordance with Instruction 5 (b)(iv) to Form 3, 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. Each share of Series D Preferred Stock is convertible into approximately 0.46598 shares of the Issuer's common stock (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) and will automatically convert into shares of the Issuer's common stock upon the closing of the Issuer's initial public offering of common stock. Please see Joint Filer Information Statement attached as Exhibit 99 hereto. Jonathan Isler, Attorney-in-Fact: Power of Attorney, which is hereby incorporated by reference to Exhibit 24 to a Form 4 with regard to DA32 Life Science Tech Acquisition Corp. filed with the Securities and Exchange Commission on August 3, 2021 by Deerfield Partners, L.P., Deerfield Mgmt, L.P., Deerfield Management Company, L.P. and James E. Flynn. /s/ Jonathan Isler 2024-02-01 EX-99 2 e619223_ex99.htm

Joint Filer Information

Name:	Deerfield Private Design Fund III, L.P., Deerfield Mgmt III, L.P. and Deerfield Management Company, L.P.,

Address:	345 Park Avenue South, 12th Floor New York, NY 10010

Designated Filer:	James E. Flynn

Issuer and Ticker Symbol:	Fractyl Health, Inc. [GUTS

Date of Event Requiring Statement:	February 1, 2024

The undersigned, Deerfield Private Design Fund III, L.P., Deerfield Mgmt III, L.P. and Deerfield Management Company, L.P. are jointly filing the attached Initial Statement of Beneficial Ownership on Form 3 with James E. Flynn with respect to the beneficial ownership of securities of Fractyl Health, Inc.

Signatures:

DEERFIELD PRIVATE DESIGN FUND III, L.P. By: Deerfield Mgmt III, L.P., General Partner By: J.E. Flynn Capital III, LLC, General Partner By: /s/ Jonathan Isler Jonathan Isler, Attorney-In-Fact


DEERFIELD MGMT III, L.P. By: J.E. Flynn Capital III, LLC, General Partner By: /s/ Jonathan Isler Jonathan Isler, Attorney-In-Fact
DEERFIELD MANAGEMENT COMPANY, L.P. By: Flynn Management LLC, General Partner By: /s/ Jonathan Isler Jonathan Isler, Attorney-In-Fact