SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Rajagopalan Harith

(Last)

(First)

(Middle)

17 HARTWELL AVENUE

(Street)

LEXINGTON

02421

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/01/2024

3. Issuer Name and Ticker or Trading Symbol
Fractyl Health, Inc. [ GUTS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	656,570	D
Common Stock	289,375	I	By 2016 Irrevocable Trust
Common Stock	18,639	I	By 2021 Family Trust

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	6,523	⁽¹⁾	D
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	2,795	⁽¹⁾	I	By 2016 Irrevocable Trust
Stock Option	⁽²⁾	11/11/2024	Common Stock	190,968	$1.7	D
Stock Option	⁽²⁾	02/10/2025	Common Stock	123,484	$1.7	D
Stock Option	⁽²⁾	12/17/2025	Common Stock	345,078	$2.67	D
Stock Option	⁽²⁾	06/27/2026	Common Stock	179,868	$2.67	D
Stock Option	⁽²⁾	03/14/2028	Common Stock	422,473	$3.35	D
Stock Option	⁽³⁾	03/26/2030	Common Stock	475,021	$3.89	D
Stock Option	⁽⁴⁾	06/24/2031	Common Stock	262,937	$6.98	D
Stock Option	⁽⁵⁾	09/07/2032	Common Stock	16,309	$8.59	D
Stock Option	⁽⁶⁾	03/16/2033	Common Stock	32,618	$8.18	D
Stock Option	⁽⁷⁾	11/10/2033	Common Stock	17,031	$11.21	D
Restricted Stock Units	⁽⁸⁾	⁽⁸⁾	Common Stock	216,924	⁽⁸⁾	D

Explanation of Responses:

1. Each share of the Issuer's preferred stock is convertible into shares of the Issuer's common stock at the holder's election in accordance with the terms of such preferred stock and has no expiration date. The preferred stock will automatically convert into common stock upon the closing of the Issuer's initial public offering.

2. The stock option is fully vested and currently exercisable.

3. The stock option vests in 48 monthly installments beginning on April 26, 2020.

4. The stock option vests in 48 monthly installments beginning on July 24, 2021.

5. The stock option vests in 48 monthly installments beginning on October 7, 2022.

6. The stock option vests in 48 monthly installments beginning on April 16, 2023.

7. The stock option vests in 48 monthly installments beginning on December 10, 2023.

8. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. The restricted stock units will vest on November 10, 2024 and have no expiration date.

Remarks:

Exhibit 24 - Power of Attorney.

	/s/ Lisa A. Davidson, Attorney-in-fact	02/01/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.