Fractyl Health, Inc. Common Stock Form 4 Change in insider ownership

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

AMERICAN INTERNATIONAL GROUP, INC.

(Last)

(First)

(Middle)

1271 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10020-1304

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2024

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/06/2024		C		673,391	A	⁽¹⁾	673,391	I	Held by Corebridge DECO II, LLC⁽²⁾
Common Stock	02/06/2024		C		283,878	A	⁽¹⁾	283,878	I	Held by American Home Assurance Company⁽³⁾
Common Stock	02/06/2024		C		182,735	A	⁽¹⁾	182,735	I	Held by Lexington Insurance Company⁽⁴⁾
Common Stock	02/06/2024		C		199,257	A	⁽¹⁾	199,257	I	Held by National Union Fire Insurance Company of Pittsburgh, Pa.⁽⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series E Preferred Shares	⁽¹⁾	02/06/2024		C			1,172,236	⁽¹⁾	⁽¹⁾	Common Stock	546,242	$0	0	I	Held by Corebridge DECO II, LLC⁽²⁾
Series E Preferred Shares	⁽¹⁾	02/06/2024		C			494,173	⁽¹⁾	⁽¹⁾	Common Stock	230,276	$0	0	I	Held by American Home Assurance Company⁽³⁾
Series E Preferred Shares	⁽¹⁾	02/06/2024		C			318,105	⁽¹⁾	⁽¹⁾	Common Stock	148,231	$0	0	I	Held by Lexington Insurance Company⁽⁴⁾
Series E Preferred Shares	⁽¹⁾	02/06/2024		C			346,868	⁽¹⁾	⁽¹⁾	Common Stock	161,634	$0	0	I	Held by National Union Fire Insurance Company of Pittsburgh, Pa.⁽⁵⁾
Series F Preferred Shares	⁽¹⁾	02/06/2024		C			272,863	⁽¹⁾	⁽¹⁾	Common Stock	127,149	$0	0	I	Held by Corebridge DECO II, LLC⁽²⁾
Series F Preferred Shares	⁽¹⁾	02/06/2024		C			115,030	⁽¹⁾	⁽¹⁾	Common Stock	53,602	$0	0	I	Held by American Home Assurance Company⁽³⁾
Series F Preferred Shares	⁽¹⁾	02/06/2024		C			74,046	⁽¹⁾	⁽¹⁾	Common Stock	34,504	$0	0	I	Held by Lexington Insurance Company⁽⁴⁾
Series F Preferred Shares	⁽¹⁾	02/06/2024		C			80,741	⁽¹⁾	⁽¹⁾	Common Stock	37,623	$0	0	I	Held by National Union Fire Insurance Company of Pittsburgh, Pa.⁽⁵⁾

Explanation of Responses:

1. The Series E Convertible Preferred Stock and Series F Convertible Preferred Stock (together, the "Preferred Shares") automatically converted into shares of the Issuer's common stock, for no additional consideration, immediately prior to the closing of the Issuer's initial public offering of common stock, at a conversion ratio of 1 share of Common Stock for 2.146 Preferred Shares. The Preferred Shares had no expiration date.

2. Corebridge DECO II, LLC is an indirect subsidiary of American International Group, Inc.

3. American Home Assurance Company is a wholly owned, indirect subsidiary of American International Group, Inc.

4. Lexington Insurance Company is a wholly owned, indirect subsidiary of American International Group, Inc.

5. National Union Fire Insurance Company of Pittsburgh, Pa. is a wholly owned, indirect subsidiary of American International Group, Inc.

	/s/ Sabra R. Purtill, Chief Financial Officer of American International Group, Inc.	02/08/2024
	** 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 4 (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).
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Fractyl Health, Inc. Common Stock (GUTS) Form 4Change in insider ownership