| 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 |
|
|||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
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)
|
5. If Amendment, Date of Original Filed
(Month/Day/Year) |
||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||
| 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) |
|
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) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series C-2 Preferred Stock | (1) | (1) | Common Stock | 757,548(1) | (1) | I | Through Deerfield Private Design Fund III, L.P.(2)(3) |
| Series D Preferred Stock | (4) | (4) | Common Stock | 76,706(4) | (4) | I | Through Deerfield Private Design Fund III, L.P.(2)(3) |
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
| 1. 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. |
| 2. 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. |
| 3. 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. |
| 4. 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. |
| Remarks: |
| 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 | 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. | ||
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
|