0000899243-24-000274.txt : 20240514 0000899243-24-000274.hdr.sgml : 20240514 20240514161528 ACCESSION NUMBER: 0000899243-24-000274 CONFORMED SUBMISSION TYPE: 3/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20240201 FILED AS OF DATE: 20240514 DATE AS OF CHANGE: 20240514 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Rajagopalan Harith CENTRAL INDEX KEY: 0001667672 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-41942 FILM NUMBER: 24944539 MAIL ADDRESS: STREET 1: C/O FRACTYL LABORATORIES INC. STREET 2: 203 CRESCENT ST., SUITE 303 CITY: WALTHAM STATE: MA ZIP: 02453 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: 3 VAN DE GRAAFF DRIVE STREET 2: SUITE 200 CITY: BURLINGTON STATE: MA ZIP: 01803 BUSINESS PHONE: 781-902-8800 MAIL ADDRESS: STREET 1: 3 VAN DE GRAAFF DRIVE STREET 2: SUITE 200 CITY: BURLINGTON STATE: MA ZIP: 01803 FORMER COMPANY: FORMER CONFORMED NAME: Fractyl Health, Inc. DATE OF NAME CHANGE: 20210617 FORMER COMPANY: FORMER CONFORMED NAME: Fractyl Laboratories Inc. DATE OF NAME CHANGE: 20130320 3/A 1 doc3a.xml FORM 3/A SUBMISSION X0206 3/A 2024-02-01 2024-02-01 0 0001572616 FRACTYL HEALTH, INC. GUTS 0001667672 Rajagopalan Harith 3 VAN DE GRAAFF DRIVE, SUITE 200 BURLINGTON MA 01803 1 1 0 0 Chief Executive Officer Common Stock 364399 D Common Stock 292171 I By 2021 Irrevocable Trust Common Stock 289375 I By 2016 Irrevocable Trust Common Stock 18639 I By 2021 Family Trust Series A Preferred Stock Common Stock 6523 D Series A Preferred Stock Common Stock 2795 I By 2016 Irrevocable Trust Stock Option 1.70 2024-11-11 Common Stock 190968 D Stock Option 1.70 2025-02-10 Common Stock 123484 D Stock Option 2.67 2025-12-17 Common Stock 345078 D Stock Option 2.67 2026-06-27 Common Stock 179868 D Stock Option 3.35 2028-03-14 Common Stock 422473 D Stock Option 3.89 2030-03-26 Common Stock 475021 D Stock Option 6.98 2031-06-24 Common Stock 262937 D Stock Option 8.59 2032-09-07 Common Stock 16309 D Stock Option 8.18 2033-03-16 Common Stock 32618 D Stock Option 11.21 2033-11-10 Common Stock 17031 D Restricted Stock Units Common Stock 216924 D 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. The stock option is fully vested and currently exercisable. The stock option vests in 48 monthly installments beginning on April 26, 2020. The stock option vests in 48 monthly installments beginning on July 24, 2021. The stock option vests in 48 monthly installments beginning on October 7, 2022. The stock option vests in 48 monthly installments beginning on April 16, 2023. The stock option vests in 48 monthly installments beginning on December 10, 2023. 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. Exhibit 24 - Power of Attorney. This amendment to the Reporting Person's Form 3, originally filed on February 1, 2024, is filed solely to reflect a transfer from the Reporting Person to the Harith Rajagopalan 2021 Irrevocable Trust effective prior to February 1, 2024. /s/ Lisa A. Davidson, Attorney-in-fact 2024-05-14 EX-24 2 attachment1.htm EX-24 DOCUMENT
                                                          Exhibit 24
                            POWER OF ATTORNEY

    With respect to holdings of and transactions in securities issued by Fractyl
Health, Inc. (the "Company"), the undersigned hereby constitutes and appoints
the individuals named on Schedule A attached hereto and as may be amended from
time to time, or any of them signing singly, with full power of substitution
and resubstitution, to act as the undersigned's true and lawful
attorney-in-fact to:

    1.	prepare, execute in the undersigned's name and on the undersigned's
	behalf,and submit to the United States Securities and Exchange
	Commission (the "SEC") a Form ID, including amendments thereto, and any
	other documents necessary or appropriate to obtain and/or regenerate
	codes and passwords enabling the undersigned to make electronic filings
	with the SEC of reports required by Section 16(a) of the Securities
	Exchange Act of 1934, as amended, or any rule or regulation of the SEC

    2.	execute for and on behalf of the undersigned, Forms 3, 4, and 5 in
        accordance with Section 16 of the Securities Exchange Act of 1934, as
        amended, and the rules thereunder;

    3.	do and perform any and all acts for and on behalf of the undersigned
       	which may be necessary or desirable to complete and execute any such
        Form 3, 4, or 5, complete and execute any amendment or amendments
        thereto, and timely file such form with the SEC and any stock exchange
        or similar authority; and

    4.	take any other action of any type whatsoever in connection with the
        foregoing which, in the opinion of such attorney-in-fact, may be of
        benefit to, in the best interest of, or legally required by, the
        undersigned, it being understood that the documents executed by such
        attorney-in-fact on behalf of the undersigned pursuant to this Power of
        Attorney shall be in such form and shall contain such terms and
        conditions as such attorney-in-fact may approve in such
        attorney-in-fact's discretion.

    The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might
or could do if personally present, with full power of substitution and
resubstitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorneys-in-fact substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Power of Attorney and the
rights and powers herein granted.

    The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934, as amended.

    This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

    IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 8 day of December, 2023.


                                   Signature:  /s/ Harith Rajagopalan
                                               ------------------------------

                                   Print Name:  Harith Rajagopalan, M.D., Ph.D.




                                             Schedule A

Individuals Appointed as Attorney-in-Fact with Full Power of Substitution
and Resubstitution

Lisa A. Davidson
Sarah Toomey