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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 02/01/2024 |
3. Issuer Name and Ticker or Trading Symbol
Fractyl Health, Inc. [ GUTS ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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) | |||||||
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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) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
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. |