SEC FORM 4 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*
General Catalyst GP V, LLC

(Last) (First) (Middle)
20 UNIVERSITY ROAD, SUITE 450

(Street)
CAMBRIDGE MA 02138

(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)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Rule 10b5-1(c) Transaction Indication

  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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)
Code V Amount (A) or (D) Price
Common Stock 02/06/2024 C 4,702,161 A (1) 4,784,323 I Directly held by General Catalyst Group V, L.P.(2)
Common Stock 02/06/2024 C 98,149 A (1) 99,863 I Directly held by GC Entrepreneurs Fund V, L.P.(2)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock (1) 02/06/2024 C 3,204,832 (1) (1) Common Stock 1,493,397 (1) 0 I Directly held by General Catalyst Group V, L.P.(2)
Series A Preferred Stock (1) 02/06/2024 C 66,897 (1) (1) Common Stock 31,172 (1) 0 I Directly held by GC Entrepreneurs Fund V, L.P.(2)
Series B Preferred Stock (1) 02/06/2024 C 3,098,678 (1) (1) Common Stock 1,443,931 (1) 0 I Directly held by General Catalyst Group V, L.P.(2)
Series B Preferred Stock (1) 02/06/2024 C 64,681 (1) (1) Common Stock 30,140 (1) 0 I Directly held by GC Entrepreneurs Fund V, L.P.(2)
Series C-1 Preferred Stock (1) 02/06/2024 C 1,314,484 (1) (1) Common Stock 612,527 (1) 0 I Directly held by General Catalyst Group V, L.P.(2)
Series C-1 Preferred Stock (1) 02/06/2024 C 27,438 (1) (1) Common Stock 12,785 (1) 0 I Directly held by GC Entrepreneurs Fund V, L.P.(2)
Series C-2 Preferred Stock (1) 02/06/2024 C 1,337,665 (1) (1) Common Stock 623,329 (1) 0 I Directly held by General Catalyst Group V, L.P.(2)
Series C-2 Preferred Stock (1) 02/06/2024 C 27,922 (1) (1) Common Stock 13,011 (1) 0 I Directly held by GC Entrepreneurs Fund V, L.P.(2)
Series D Preferred Stock (1) 02/06/2024 C 906,815 (1) (1) Common Stock 422,560 (1) 0 I Directly held by General Catalyst Group V, L.P.(2)
Series D Preferred Stock (1) 02/06/2024 C 18,929 (1) (1) Common Stock 8,820 (1) 0 I Directly held by GC Entrepreneurs Fund V, L.P.(2)
Series E Preferred Stock (1) 02/06/2024 C 228,371 (1) (1) Common Stock 106,417 (1) 0 I Directly held by General Catalyst Group V, L.P.(2)
Series E Preferred Stock (1) 02/06/2024 C 4,767 (1) (1) Common Stock 2,221 (1) 0 I Directly held by GC Entrepreneurs Fund V, L.P.(2)
1. Name and Address of Reporting Person*
General Catalyst GP V, LLC

(Last) (First) (Middle)
20 UNIVERSITY ROAD, SUITE 450

(Street)
CAMBRIDGE MA 02138

(City) (State) (Zip)
1. Name and Address of Reporting Person*
General Catalyst Partners V, L.P.

(Last) (First) (Middle)
20 UNIVERSITY ROAD, SUITE 450

(Street)
CAMBRIDGE MA 02138

(City) (State) (Zip)
1. Name and Address of Reporting Person*
General Catalyst Group V LP

(Last) (First) (Middle)
20 UNIVERSITY ROAD, SUITE 450

(Street)
CAMBRIDGE MA 02138

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GC Entrepreneurs Fund V, LP

(Last) (First) (Middle)
20 UNIVERSITY ROAD, SUITE 450

(Street)
CAMBRIDGE MA 02138

(City) (State) (Zip)
Explanation of Responses:
1. In connection with the closing of the Issuer's initial public offering, each share of preferred stock automatically converted into common stock in accordance with the terms of such preferred stock.
2. General Catalyst GP V, LLC ("GCGPV") is the general partner of General Catalyst Partners V, L.P., which is the general partner of General Catalyst Group V, L.P. ("GCGV") and GC Entrepreneurs Fund V, L.P. ("GCEV"). GCGPV is controlled by a group of three or more individuals, or the Managing Directors, having shared voting and dispositive control over the shares held by GCGV and GCEV. Each of the Managing Directors disclaims beneficial ownership of the securities held by GCGV and GCEV except to the extent of his or her pecuniary interest therein, if any.
General Catalyst GP V, LLC By: Lisa A. Davidson, Attorney-in-fact 02/08/2024
General Catalyst Partners V, L.P. By: General Catalyst GP V, LLC, its general partner By: Lisa A. Davidson, Attorney-in-fact 02/08/2024
General Catalyst Group V, L.P. By: General Catalyst Partners V, L.P., its general partner By: General Catalyst GP V, LLC, its general partner By: Lisa A. Davidson, Attorney-in-fact 02/08/2024
GC Entrepreneurs Fund V, L.P. By: General Catalyst Partners V, L.P., its general partner By: General Catalyst GP V, LLC, its general partner By: Lisa A. Davidson, Attorney-in-fact 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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