0001415889-24-003067.txt : 20240208
0001415889-24-003067.hdr.sgml : 20240208
20240208174404
ACCESSION NUMBER: 0001415889-24-003067
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240206
FILED AS OF DATE: 20240208
DATE AS OF CHANGE: 20240208
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Bessemer Venture Partners VII Institutional L.P.
CENTRAL INDEX KEY: 0001407577
ORGANIZATION NAME:
STATE OF INCORPORATION: E9
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41942
FILM NUMBER: 24610423
BUSINESS ADDRESS:
STREET 1: 1865 Palmer Ave
CITY: Larchmont
STATE: NY
ZIP: 10538
BUSINESS PHONE: 914-833-5300
MAIL ADDRESS:
STREET 1: 1865 Palmer Ave
CITY: Larchmont
STATE: NY
ZIP: 10538
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BVP VII SPECIAL OPPORTUNITY FUND LP
CENTRAL INDEX KEY: 0001459524
ORGANIZATION NAME:
STATE OF INCORPORATION: XX
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41942
FILM NUMBER: 24610422
BUSINESS ADDRESS:
STREET 1: C/O BESSEMER VENTURE PARTNERS
STREET 2: 1865 PALMER AVE
CITY: LARCHMONT
STATE: NY
ZIP: 01538
BUSINESS PHONE: 914-833-5300
MAIL ADDRESS:
STREET 1: C/O BESSEMER VENTURE PARTNERS
STREET 2: 1865 PALMER AVE
CITY: LARCHMONT
STATE: NY
ZIP: 01538
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Bessemer Venture Partners VII L.P.
CENTRAL INDEX KEY: 0001534338
ORGANIZATION NAME:
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41942
FILM NUMBER: 24610424
BUSINESS ADDRESS:
STREET 1: C/O BESSEMER VENTURE PARTNERS
STREET 2: 1865 PALMER AVENUE
CITY: LARCHMONT
STATE: NY
ZIP: 10538
BUSINESS PHONE: 914-833-5300
MAIL ADDRESS:
STREET 1: C/O BESSEMER VENTURE PARTNERS
STREET 2: 1865 PALMER AVENUE
CITY: LARCHMONT
STATE: NY
ZIP: 10538
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Deer VII & Co. Ltd.
CENTRAL INDEX KEY: 0001540726
ORGANIZATION NAME:
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41942
FILM NUMBER: 24610420
BUSINESS ADDRESS:
STREET 1: C/O BESSEMER VENTURE PARTNERS
STREET 2: 1865 PALMER AVE
CITY: LARCHMONT
STATE: NY
ZIP: 10538
BUSINESS PHONE: (914) 833-9100
MAIL ADDRESS:
STREET 1: C/O BESSEMER VENTURE PARTNERS
STREET 2: 1865 PALMER AVE
CITY: LARCHMONT
STATE: NY
ZIP: 10538
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Deer VII & Co. L.P.
CENTRAL INDEX KEY: 0001540731
ORGANIZATION NAME:
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41942
FILM NUMBER: 24610421
BUSINESS ADDRESS:
STREET 1: C/O BESSEMER VENTURE PARTNERS
STREET 2: 1865 PALMER AVE
CITY: LARCHMONT
STATE: NY
ZIP: 10538
BUSINESS PHONE: (914) 833-9100
MAIL ADDRESS:
STREET 1: C/O BESSEMER VENTURE PARTNERS
STREET 2: 1865 PALMER AVE
CITY: LARCHMONT
STATE: NY
ZIP: 10538
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Fractyl Health, Inc.
CENTRAL INDEX KEY: 0001572616
STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841]
ORGANIZATION NAME: 08 Industrial Applications and Services
IRS NUMBER: 273553477
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 17 HARTWELL AVENUE
CITY: LEXINGTON
STATE: MA
ZIP: 02421
BUSINESS PHONE: 781-902-8800
MAIL ADDRESS:
STREET 1: 17 HARTWELL AVENUE
CITY: LEXINGTON
STATE: MA
ZIP: 02421
FORMER COMPANY:
FORMER CONFORMED NAME: Fractyl Laboratories Inc.
DATE OF NAME CHANGE: 20130320
4
1
form4-02082024_100252.xml
X0508
4
2024-02-06
0001572616
Fractyl Health, Inc.
GUTS
0001534338
Bessemer Venture Partners VII L.P.
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVENUE, SUITE 104
LARCHMONT
NY
10538
false
false
true
false
0001407577
Bessemer Venture Partners VII Institutional L.P.
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVENUE, SUITE 104
LARCHMONT
NY
10538
0
0
1
0
0001459524
BVP VII SPECIAL OPPORTUNITY FUND LP
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVENUE, SUITE 104
LARCHMONT
NY
10538
0
0
1
0
0001540731
Deer VII & Co. L.P.
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVENUE, SUITE 104
LARCHMONT
NY
10538
0
0
1
0
0001540726
Deer VII & Co. Ltd.
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVENUE, SUITE 104
LARCHMONT
NY
10538
0
0
1
0
0
Common Stock
2024-02-06
4
C
0
4770901
A
4770901
I
See footnotes
Series A Preferred Stock
2024-02-06
4
C
0
1953271
D
Common Stock
910190
0
I
See footnotes
Series B Preferred Stock
2024-02-06
4
C
0
3161709
D
Common Stock
1473302
0
I
See footnotes
Series C-1 Preferred Stock
2024-02-06
4
C
0
2236537
D
Common Stock
1042187
0
I
See footnotes
Series C-2 Preferred Stock
2024-02-06
4
C
0
1625698
D
Common Stock
757546
0
I
See footnotes
Series D Preferred Stock
2024-02-06
4
C
0
908998
D
Common Stock
423577
0
I
See footnotes
Series E Preferred Stock
2024-02-06
4
C
0
352159
D
Common Stock
164099
0
I
See footnotes
Represents 625,047 shares of Series A Preferred Stock converted to 291,261 shares of Common Stock held by Bessemer Venture Partners VII L.P. ("BVP VII"), 273,458 shares of Series A Preferred Stock converted to 127,426 shares of Common Stock held by Bessemer Venture Partners VII Institutional L.P. ("BVP VII Inst"), and 1,054,766 shares of Series A Preferred Stock converted to 491,503 shares of Common Stock held by BVP VII Special Opportunity Fund L.P. ("BVP VII SOF" and together with BVP VII and BVP VII Inst, the "BVP VII Funds").
Represents 1,011,748 shares of Series B Preferred Stock converted to 471,457 shares of Common Stock held by BVP VII, 442,639 shares of Series B Preferred Stock converted to 206,262 shares of Common Stock held by BVP VII Inst, and 1,707,322 shares of Series B Preferred Stock converted to 795,583 shares of Common Stock held by BVP VII SOF.
Represents 715,692 shares of Series C-1 Preferred Stock converted to 333,500 shares of Common Stock held by BVP VII, 313,115 shares of Series C-1 Preferred Stock converted to 145,906 shares of Common Stock held by BVP VII Inst, and 1,207,730 shares of Series C-1 Preferred Stock converted to 562,781 shares of Common Stock held by BVP VII SOF.
Represents 520,223 shares of Series C-2 Preferred Stock converted to 242,415 shares of Common Stock held by BVP VII, 227,598 shares of Series C-2 Preferred Stock converted to 106,056 shares of Common Stock held by BVP VII Inst, and 877,877 shares of Series C-2 Preferred Stock converted to 409,075 shares of Common Stock held by BVP VII SOF.
Represents 290,879 shares of Series D Preferred Stock converted to 135,544 shares of Common Stock held by BVP VII, 127,260 shares of Series D Preferred Stock converted to 59,301 shares of Common Stock held by BVP VII Inst, and 490,859 shares of Series D Preferred Stock converted to 228,732 shares of Common Stock held by BVP VII SOF.
Represents 112,691 shares of Series E Preferred Stock converted to 52,512 shares of Common Stock held by BVP VII, 49,302 shares of Series E Preferred Stock converted to 22,973 shares of Common Stock held by BVP VII Inst, and 190,166 shares of Series E Preferred Stock converted to 88,614 shares of Common Stock held by BVP VII SOF.
Each share of the Issuer's preferred stock was convertible into shares of the Issuer's Common Stock at the holder's election and had no expiration date. The preferred stock automatically converted into Common Stock upon the closing of the Issuer's initial public offering.
After the reported transaction, BVP VII, BVP VII Inst, and BVP VII SOF own 1,526,689; 667,924; and 2,576,288 shares of common stock, respectively.
Deer VII & Co. Ltd. ("Deer Ltd.") is the general partner of Deer VII & Co. L.P. ("Deer L.P."), which is the general partner of the BVP VII Funds. Deer Ltd. and Deer L.P. disclaim beneficial ownership of the securities held by the BVP VII Funds, and this report shall not be deemed an admission that Deer Ltd. and Deer L.P. are the beneficial owners of such securities, except to the extent of their pecuniary interest therein, if any, by virtue of their direct and indirect general partner interests in the BVP VII Funds.
/s/ Scott Ring, General Counsel, Deer VII & Co. Ltd., the General Partner of Deer VII & Co. L.P., the General Partner of Bessemer Venture Partners VII L.P.
2024-02-08
/s/ Scott Ring, General Counsel, Deer VII & Co. Ltd., the General Partner of Deer VII & Co. L.P., the General Partner of Bessemer Venture Partners VII Institutional L.P.
2024-02-08
/s/ Scott Ring, General Counsel, Deer VII & Co. Ltd., the General Partner of Deer VII & Co. L.P., the General Partner of BVP VII Special Opportunity Fund L.P.
2024-02-08
/s/ Scott Ring, General Counsel, Deer VII & Co. Ltd., the General Partner of Deer VII & Co. L.P.
2024-02-08
/s/ Scott Ring, General Counsel, Deer VII & Co. Ltd.
2024-02-08