THIEL PETER Form 4 Filed 2024-02-08

FORM 4

☐	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ^*

Mithril LP

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)

(Last)

(First)

(Middle)

C/O MITHRIL CAPITAL MANAGEMENT LLC, 111 CONGRESS AVENUE, SUITE 500

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2024

(Street)

AUSTIN, TX 78701

(City)

(State)

(Zip)

4. If Amendment, Date 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

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/06/2024		C		5,160,301	A	⁽¹⁾	5,160,301	D⁽²⁾
Common Stock	02/06/2024		C		918,567	A	⁽¹⁾	918,567	I	See footnote⁽³⁾
Common Stock	02/06/2024		P		333,333	A	$15	1,251,900	I	See footnote⁽³⁾

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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series C-1 Preferred Stock

⁽¹⁾

02/06/2024

4,025,764

⁽¹⁾

Common Stock

1,875,938

⁽¹⁾

D⁽²⁾

Series C-2 Preferred Stock

⁽¹⁾

02/06/2024

6,502,796

⁽¹⁾

Common Stock

3,030,193

⁽¹⁾

D⁽²⁾

Series D Preferred Stock

⁽¹⁾

02/06/2024

545,450

⁽¹⁾

Common Stock

254,170

⁽¹⁾

D⁽²⁾

Series E Preferred Stock

⁽¹⁾

02/06/2024

373,021

⁽¹⁾

Common Stock

173,821

⁽¹⁾

See footnote⁽³⁾

Series F Preferred Stock

⁽¹⁾

02/06/2024

1,598,225

⁽¹⁾

Common Stock

744,746

⁽¹⁾

See footnote⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Mithril LP C/O MITHRIL CAPITAL MANAGEMENT LLC 111 CONGRESS AVENUE, SUITE 500 AUSTIN, TX 78701		X
Mithril II UGP LLC C/O MITHRIL CAPITAL MANAGEMENT LLC 111 CONGRESS AVENUE, SUITE 500 AUSTIN, TX 78701		X
Mithril II GP LP C/O MITHRIL CAPITAL MANAGEMENT LLC 111 CONGRESS AVENUE, SUITE 500 AUSTIN, TX 78701		X
MITHRIL II LP C/O MITHRIL CAPITAL MANAGEMENT LLC 111 CONGRESS AVENUE, SUITE 500 AUSTIN, TX 78701		X
Mithril GP LP C/O MITHRIL CAPITAL MANAGEMENT LLC 111 CONGRESS AVENUE, SUITE 500 AUSTIN, TX 78701		X
THIEL PETER C/O MITHRIL CAPITAL MANAGEMENT LLC 111 CONGRESS AVENUE, SUITE 500 AUSTIN, TX 78701		X

Explanation of Responses:

1.	In connection with the closing of the Issuer's initial public offering, each share of preferred stock automatically converted into 0.466 shares of the Issuer's common stock in accordance with the terms of such preferred stock.
2.	Represents securities held by Mithril LP ("LP"). Mithril GP LP ("GP LP") is the general partner of LP and may be deemed to have shared voting and dispositive power with respect to the securities held by LP. Ajay Royan, a member of the Issuer's board of directors, is the authorized person of GP LP. Mr. Royan and Peter Thiel are the members of the investment committee of GP LP, and in such capacities may be deemed to have beneficial ownership of the securities held by LP. Each of GP LP and Mr. Thiel disclaims such beneficial ownership except to the extent of its and his respective pecuniary interest therein, if any. Mr. Royan is a director of the Issuer and files separate Section 16 reports.
3.	Represents securities held by Mithril II LP ("II LP"). Mithril II UGP LLC ("UGP II") is the general partner of Mithril II GP LP ("GP II"), which is the general partner of II LP, and each of UGP II and GP II may be deemed to have shared voting and dispositive power with respect to the securities held by II LP. Mr. Royan is the sole managing member of UGP II. Messrs. Royan and Thiel are the members of the investment committee of GP II, and in such capacities may be deemed to have beneficial ownership of the securities held by II LP. Each of UGP II, GP II and Mr. Thiel disclaims such beneficial ownership except to the extent of its and his respective pecuniary interest therein, if any. Mr. Royan is a director of the Issuer and files separate Section 16 reports.

	Signatures
	Mithril II UGP LLC By: /s/ Ajay Royan, Managing Member	02/08/2024
	Mithril II GP LP By: Mithril II UGP LLC, its general partner By: /s/ Ajay Royan, Managing Member	02/08/2024
	Mithril II LP By: Mithril II GP LP, its general partner By: Mithril II UGP LLC, its general partner, By: /s/ Ajay Royan, Managing Member	02/08/2024
	Mithril GP LP By: /s/ Ajay Royan, Authorized Person	02/08/2024
	Mithril LP By: Mithril GP LP, its general partner By: /s/ Ajay Royan, Authorized Person	02/08/2024
	/s/ Peter Thiel	02/08/2024
	** Signature of Reporting Person	Date
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