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HCC Manager LLC

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94585
SEC CIK
0001844818

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Latest disclosed role at each company.

CompanyLast reported asReport datePublished
FRACTYL HEALTH, INC.GUTS · Entity 6700(4)February 06, 2024February 06, 2024

Disclosed balances

About these balances

Latest available filing per company, not a reconstructed current portfolio. Matching sequences show the last reported balance with all source rows expandable; grouping alone does not establish account ownership. Do not add unresolved positions together. Filings may omit unchanged positions, and amendments may correct only part of an older disclosure. Jointly reported shares are not necessarily this owner's personal holdings.

FRACTYL HEALTH, INC.

Report date February 06, 2024 · Filed February 06, 2024

Jointly reported with CVF, LLC

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeDirect4,673,870 Last balance in matching sequence After 2024-02-06 transaction · row 3 Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
3 source rows

Row 1 · 2024-02-06 · Conversion · Acquired 3,419,876 · Balance 3,419,876

F1: Each share of the Issuer's preferred stock is convertible into shares of the Issuer's common stock at the holder's option, on a 1-1 basis, with such ratio being subject to adjustment from time to time for customary events affecting the preferred stock and common stock, and has no expiration date. On January 26, 2024, the Issuer's board approved a 1-for-2.146 reverse stock split of its issued and outstanding shares of common stock, as a result of which the conversion ratio for the Issuer's preferred stock was correspondingly adjusted to 1 share of common stock issuable for 2.146 shares of the preferred stock. The preferred stock automatically converted into common stock upon the closing of the Issuer's initial public offering on February 6, 2024 at such ratio.

F4: HCC Manager LLC, manager of CVF, LLC, exercises voting and investment power with respect to shares held by CVF, LLC. HCC Manager LLC disclaims beneficial ownership of all shares held by CVF, LLC, except to the extent of its pecuniary interest therein.

Row 2 · 2024-02-06 · Conversion · Acquired 920,661 · Balance 4,340,537

F2: The Convertible Note automatically converts into shares of the Issuer's common stock upon the occurrence of certain additional issuances of the Issuer's capital stock, including in connection with an initial public offering of the Issuer's common stock with gross proceeds of at least $80,000,000 or a resulting market capitalization of the Issuer's common stock equal to at least $1,000,000,000. In the event of such an initial public offering, all of the outstanding principal and interest under the convertible note will automatically convert into shares of the Issuer's common stock at a price equal to the lessor of (a) 80% of the per share offering price of common stock in the initial public offering; and (b) the price per share that results when $770,000,000 is divided by the total number of shares of the Issuer's common stock then outstanding, calculated on a fully diluted basis.

F3: (Continued from Footnote 2) Upon the closing of the Issuer's initial public offering on February 6, 2024 meeting the foregoing criteria, the aggregate principal amount of the Convertible Note of approximately $10.9 million, including accrued interest, automatically converted into 920,661 shares of the Issuer's common stock.

F4: HCC Manager LLC, manager of CVF, LLC, exercises voting and investment power with respect to shares held by CVF, LLC. HCC Manager LLC disclaims beneficial ownership of all shares held by CVF, LLC, except to the extent of its pecuniary interest therein.

Row 3 · 2024-02-06 · Purchase · Acquired 333,333 · Balance 4,673,870

F4: HCC Manager LLC, manager of CVF, LLC, exercises voting and investment power with respect to shares held by CVF, LLC. HCC Manager LLC disclaims beneficial ownership of all shares held by CVF, LLC, except to the extent of its pecuniary interest therein.

Series D Preferred StockSEC Table II · derivative / convertible securityDirect0 Reported balance After 2024-02-06 transaction · row 4 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 4 · 2024-02-06 · Conversion · Disposed 4,090,872 · Balance 0

F1: Each share of the Issuer's preferred stock is convertible into shares of the Issuer's common stock at the holder's option, on a 1-1 basis, with such ratio being subject to adjustment from time to time for customary events affecting the preferred stock and common stock, and has no expiration date. On January 26, 2024, the Issuer's board approved a 1-for-2.146 reverse stock split of its issued and outstanding shares of common stock, as a result of which the conversion ratio for the Issuer's preferred stock was correspondingly adjusted to 1 share of common stock issuable for 2.146 shares of the preferred stock. The preferred stock automatically converted into common stock upon the closing of the Issuer's initial public offering on February 6, 2024 at such ratio.

F4: HCC Manager LLC, manager of CVF, LLC, exercises voting and investment power with respect to shares held by CVF, LLC. HCC Manager LLC disclaims beneficial ownership of all shares held by CVF, LLC, except to the extent of its pecuniary interest therein.

Series E Preferred StockSEC Table II · derivative / convertible securityDirect0 Reported balance After 2024-02-06 transaction · row 5 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 5 · 2024-02-06 · Conversion · Disposed 2,914,228 · Balance 0

F1: Each share of the Issuer's preferred stock is convertible into shares of the Issuer's common stock at the holder's option, on a 1-1 basis, with such ratio being subject to adjustment from time to time for customary events affecting the preferred stock and common stock, and has no expiration date. On January 26, 2024, the Issuer's board approved a 1-for-2.146 reverse stock split of its issued and outstanding shares of common stock, as a result of which the conversion ratio for the Issuer's preferred stock was correspondingly adjusted to 1 share of common stock issuable for 2.146 shares of the preferred stock. The preferred stock automatically converted into common stock upon the closing of the Issuer's initial public offering on February 6, 2024 at such ratio.

F4: HCC Manager LLC, manager of CVF, LLC, exercises voting and investment power with respect to shares held by CVF, LLC. HCC Manager LLC disclaims beneficial ownership of all shares held by CVF, LLC, except to the extent of its pecuniary interest therein.

Series F Preferred StockSEC Table II · derivative / convertible securityDirect0 Reported balance After 2024-02-06 transaction · row 6 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 6 · 2024-02-06 · Conversion · Disposed 333,957 · Balance 0

F1: Each share of the Issuer's preferred stock is convertible into shares of the Issuer's common stock at the holder's option, on a 1-1 basis, with such ratio being subject to adjustment from time to time for customary events affecting the preferred stock and common stock, and has no expiration date. On January 26, 2024, the Issuer's board approved a 1-for-2.146 reverse stock split of its issued and outstanding shares of common stock, as a result of which the conversion ratio for the Issuer's preferred stock was correspondingly adjusted to 1 share of common stock issuable for 2.146 shares of the preferred stock. The preferred stock automatically converted into common stock upon the closing of the Issuer's initial public offering on February 6, 2024 at such ratio.

F4: HCC Manager LLC, manager of CVF, LLC, exercises voting and investment power with respect to shares held by CVF, LLC. HCC Manager LLC disclaims beneficial ownership of all shares held by CVF, LLC, except to the extent of its pecuniary interest therein.

Convertible Promissory NoteSEC Table II · derivative / convertible security · Expires 2024-12-31Direct0 Reported balance After 2024-02-06 transaction · row 7 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 7 · 2024-02-06 · Conversion · Disposed 0 · Balance 0

F2: The Convertible Note automatically converts into shares of the Issuer's common stock upon the occurrence of certain additional issuances of the Issuer's capital stock, including in connection with an initial public offering of the Issuer's common stock with gross proceeds of at least $80,000,000 or a resulting market capitalization of the Issuer's common stock equal to at least $1,000,000,000. In the event of such an initial public offering, all of the outstanding principal and interest under the convertible note will automatically convert into shares of the Issuer's common stock at a price equal to the lessor of (a) 80% of the per share offering price of common stock in the initial public offering; and (b) the price per share that results when $770,000,000 is divided by the total number of shares of the Issuer's common stock then outstanding, calculated on a fully diluted basis.

F3: (Continued from Footnote 2) Upon the closing of the Issuer's initial public offering on February 6, 2024 meeting the foregoing criteria, the aggregate principal amount of the Convertible Note of approximately $10.9 million, including accrued interest, automatically converted into 920,661 shares of the Issuer's common stock.

F4: HCC Manager LLC, manager of CVF, LLC, exercises voting and investment power with respect to shares held by CVF, LLC. HCC Manager LLC disclaims beneficial ownership of all shares held by CVF, LLC, except to the extent of its pecuniary interest therein.

Filing footnotes · ownership attribution and instrument terms

F1: Each share of the Issuer's preferred stock is convertible into shares of the Issuer's common stock at the holder's option, on a 1-1 basis, with such ratio being subject to adjustment from time to time for customary events affecting the preferred stock and common stock, and has no expiration date. On January 26, 2024, the Issuer's board approved a 1-for-2.146 reverse stock split of its issued and outstanding shares of common stock, as a result of which the conversion ratio for the Issuer's preferred stock was correspondingly adjusted to 1 share of common stock issuable for 2.146 shares of the preferred stock. The preferred stock automatically converted into common stock upon the closing of the Issuer's initial public offering on February 6, 2024 at such ratio.

F2: The Convertible Note automatically converts into shares of the Issuer's common stock upon the occurrence of certain additional issuances of the Issuer's capital stock, including in connection with an initial public offering of the Issuer's common stock with gross proceeds of at least $80,000,000 or a resulting market capitalization of the Issuer's common stock equal to at least $1,000,000,000. In the event of such an initial public offering, all of the outstanding principal and interest under the convertible note will automatically convert into shares of the Issuer's common stock at a price equal to the lessor of (a) 80% of the per share offering price of common stock in the initial public offering; and (b) the price per share that results when $770,000,000 is divided by the total number of shares of the Issuer's common stock then outstanding, calculated on a fully diluted basis.

F3: (Continued from Footnote 2) Upon the closing of the Issuer's initial public offering on February 6, 2024 meeting the foregoing criteria, the aggregate principal amount of the Convertible Note of approximately $10.9 million, including accrued interest, automatically converted into 920,661 shares of the Issuer's common stock.

F4: HCC Manager LLC, manager of CVF, LLC, exercises voting and investment power with respect to shares held by CVF, LLC. HCC Manager LLC disclaims beneficial ownership of all shares held by CVF, LLC, except to the extent of its pecuniary interest therein.

Transaction history

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Purchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”

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Transaction dateCompanyActivity / securityShares / unitsReported priceReported valueDetails
February 06, 2024 Filed Feb 6, 2024 20:39 UTC FRACTYL HEALTH, INC. GUTS · Entity 6700 ConversionConvertible Promissory Note · Derivative 0 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-24-000153 · doc4.xml · derivative · entry 7

CVF, LLC · CIK 0001112278 · 10% owner

HCC Manager LLC · CIK 0001844818 · (4)

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · Not disclosed shares

Expires 2024-12-31

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_price: The Convertible Note automatically converts into shares of the Issuer's common stock upon the occurrence of certain additional issuances of the Issuer's capital stock, including in connection with an initial public offering of the Issuer's common stock with gross proceeds of at least $80,000,000 or a resulting market capitalization of the Issuer's common stock equal to at least $1,000,000,000. In the event of such an initial public offering, all of the outstanding principal and interest under the convertible note will automatically convert into shares of the Issuer's common stock at a price equal to the lessor of (a) 80% of the per share offering price of common stock in the initial public offering; and (b) the price per share that results when $770,000,000 is divided by the total number of shares of the Issuer's common stock then outstanding, calculated on a fully diluted basis.

F3 · derivative.exercise_price: (Continued from Footnote 2) Upon the closing of the Issuer's initial public offering on February 6, 2024 meeting the foregoing criteria, the aggregate principal amount of the Convertible Note of approximately $10.9 million, including accrued interest, automatically converted into 920,661 shares of the Issuer's common stock.

F2 · shares: The Convertible Note automatically converts into shares of the Issuer's common stock upon the occurrence of certain additional issuances of the Issuer's capital stock, including in connection with an initial public offering of the Issuer's common stock with gross proceeds of at least $80,000,000 or a resulting market capitalization of the Issuer's common stock equal to at least $1,000,000,000. In the event of such an initial public offering, all of the outstanding principal and interest under the convertible note will automatically convert into shares of the Issuer's common stock at a price equal to the lessor of (a) 80% of the per share offering price of common stock in the initial public offering; and (b) the price per share that results when $770,000,000 is divided by the total number of shares of the Issuer's common stock then outstanding, calculated on a fully diluted basis.

F3 · shares: (Continued from Footnote 2) Upon the closing of the Issuer's initial public offering on February 6, 2024 meeting the foregoing criteria, the aggregate principal amount of the Convertible Note of approximately $10.9 million, including accrued interest, automatically converted into 920,661 shares of the Issuer's common stock.

F2 · price: The Convertible Note automatically converts into shares of the Issuer's common stock upon the occurrence of certain additional issuances of the Issuer's capital stock, including in connection with an initial public offering of the Issuer's common stock with gross proceeds of at least $80,000,000 or a resulting market capitalization of the Issuer's common stock equal to at least $1,000,000,000. In the event of such an initial public offering, all of the outstanding principal and interest under the convertible note will automatically convert into shares of the Issuer's common stock at a price equal to the lessor of (a) 80% of the per share offering price of common stock in the initial public offering; and (b) the price per share that results when $770,000,000 is divided by the total number of shares of the Issuer's common stock then outstanding, calculated on a fully diluted basis.

F3 · price: (Continued from Footnote 2) Upon the closing of the Issuer's initial public offering on February 6, 2024 meeting the foregoing criteria, the aggregate principal amount of the Convertible Note of approximately $10.9 million, including accrued interest, automatically converted into 920,661 shares of the Issuer's common stock.

F2 · derivative.exercise_date: The Convertible Note automatically converts into shares of the Issuer's common stock upon the occurrence of certain additional issuances of the Issuer's capital stock, including in connection with an initial public offering of the Issuer's common stock with gross proceeds of at least $80,000,000 or a resulting market capitalization of the Issuer's common stock equal to at least $1,000,000,000. In the event of such an initial public offering, all of the outstanding principal and interest under the convertible note will automatically convert into shares of the Issuer's common stock at a price equal to the lessor of (a) 80% of the per share offering price of common stock in the initial public offering; and (b) the price per share that results when $770,000,000 is divided by the total number of shares of the Issuer's common stock then outstanding, calculated on a fully diluted basis.

F3 · derivative.exercise_date: (Continued from Footnote 2) Upon the closing of the Issuer's initial public offering on February 6, 2024 meeting the foregoing criteria, the aggregate principal amount of the Convertible Note of approximately $10.9 million, including accrued interest, automatically converted into 920,661 shares of the Issuer's common stock.

F2 · derivative.expiration_date: The Convertible Note automatically converts into shares of the Issuer's common stock upon the occurrence of certain additional issuances of the Issuer's capital stock, including in connection with an initial public offering of the Issuer's common stock with gross proceeds of at least $80,000,000 or a resulting market capitalization of the Issuer's common stock equal to at least $1,000,000,000. In the event of such an initial public offering, all of the outstanding principal and interest under the convertible note will automatically convert into shares of the Issuer's common stock at a price equal to the lessor of (a) 80% of the per share offering price of common stock in the initial public offering; and (b) the price per share that results when $770,000,000 is divided by the total number of shares of the Issuer's common stock then outstanding, calculated on a fully diluted basis.

F3 · derivative.expiration_date: (Continued from Footnote 2) Upon the closing of the Issuer's initial public offering on February 6, 2024 meeting the foregoing criteria, the aggregate principal amount of the Convertible Note of approximately $10.9 million, including accrued interest, automatically converted into 920,661 shares of the Issuer's common stock.

F2 · derivative.underlying_shares: The Convertible Note automatically converts into shares of the Issuer's common stock upon the occurrence of certain additional issuances of the Issuer's capital stock, including in connection with an initial public offering of the Issuer's common stock with gross proceeds of at least $80,000,000 or a resulting market capitalization of the Issuer's common stock equal to at least $1,000,000,000. In the event of such an initial public offering, all of the outstanding principal and interest under the convertible note will automatically convert into shares of the Issuer's common stock at a price equal to the lessor of (a) 80% of the per share offering price of common stock in the initial public offering; and (b) the price per share that results when $770,000,000 is divided by the total number of shares of the Issuer's common stock then outstanding, calculated on a fully diluted basis.

F3 · derivative.underlying_shares: (Continued from Footnote 2) Upon the closing of the Issuer's initial public offering on February 6, 2024 meeting the foregoing criteria, the aggregate principal amount of the Convertible Note of approximately $10.9 million, including accrued interest, automatically converted into 920,661 shares of the Issuer's common stock.

F4 · ownership.direct: HCC Manager LLC, manager of CVF, LLC, exercises voting and investment power with respect to shares held by CVF, LLC. HCC Manager LLC disclaims beneficial ownership of all shares held by CVF, LLC, except to the extent of its pecuniary interest therein.

Read SEC document
February 06, 2024 Filed Feb 6, 2024 20:39 UTC FRACTYL HEALTH, INC. GUTS · Entity 6700 ConversionSeries F Preferred Stock · Derivative 333,957 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-24-000153 · doc4.xml · derivative · entry 6

CVF, LLC · CIK 0001112278 · 10% owner

HCC Manager LLC · CIK 0001844818 · (4)

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · Not disclosed shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Each share of the Issuer's preferred stock is convertible into shares of the Issuer's common stock at the holder's option, on a 1-1 basis, with such ratio being subject to adjustment from time to time for customary events affecting the preferred stock and common stock, and has no expiration date. On January 26, 2024, the Issuer's board approved a 1-for-2.146 reverse stock split of its issued and outstanding shares of common stock, as a result of which the conversion ratio for the Issuer's preferred stock was correspondingly adjusted to 1 share of common stock issuable for 2.146 shares of the preferred stock. The preferred stock automatically converted into common stock upon the closing of the Issuer's initial public offering on February 6, 2024 at such ratio.

F1 · price: Each share of the Issuer's preferred stock is convertible into shares of the Issuer's common stock at the holder's option, on a 1-1 basis, with such ratio being subject to adjustment from time to time for customary events affecting the preferred stock and common stock, and has no expiration date. On January 26, 2024, the Issuer's board approved a 1-for-2.146 reverse stock split of its issued and outstanding shares of common stock, as a result of which the conversion ratio for the Issuer's preferred stock was correspondingly adjusted to 1 share of common stock issuable for 2.146 shares of the preferred stock. The preferred stock automatically converted into common stock upon the closing of the Issuer's initial public offering on February 6, 2024 at such ratio.

F1 · derivative.exercise_date: Each share of the Issuer's preferred stock is convertible into shares of the Issuer's common stock at the holder's option, on a 1-1 basis, with such ratio being subject to adjustment from time to time for customary events affecting the preferred stock and common stock, and has no expiration date. On January 26, 2024, the Issuer's board approved a 1-for-2.146 reverse stock split of its issued and outstanding shares of common stock, as a result of which the conversion ratio for the Issuer's preferred stock was correspondingly adjusted to 1 share of common stock issuable for 2.146 shares of the preferred stock. The preferred stock automatically converted into common stock upon the closing of the Issuer's initial public offering on February 6, 2024 at such ratio.

F1 · derivative.expiration_date: Each share of the Issuer's preferred stock is convertible into shares of the Issuer's common stock at the holder's option, on a 1-1 basis, with such ratio being subject to adjustment from time to time for customary events affecting the preferred stock and common stock, and has no expiration date. On January 26, 2024, the Issuer's board approved a 1-for-2.146 reverse stock split of its issued and outstanding shares of common stock, as a result of which the conversion ratio for the Issuer's preferred stock was correspondingly adjusted to 1 share of common stock issuable for 2.146 shares of the preferred stock. The preferred stock automatically converted into common stock upon the closing of the Issuer's initial public offering on February 6, 2024 at such ratio.

F1 · derivative.underlying_shares: Each share of the Issuer's preferred stock is convertible into shares of the Issuer's common stock at the holder's option, on a 1-1 basis, with such ratio being subject to adjustment from time to time for customary events affecting the preferred stock and common stock, and has no expiration date. On January 26, 2024, the Issuer's board approved a 1-for-2.146 reverse stock split of its issued and outstanding shares of common stock, as a result of which the conversion ratio for the Issuer's preferred stock was correspondingly adjusted to 1 share of common stock issuable for 2.146 shares of the preferred stock. The preferred stock automatically converted into common stock upon the closing of the Issuer's initial public offering on February 6, 2024 at such ratio.

F4 · ownership.direct: HCC Manager LLC, manager of CVF, LLC, exercises voting and investment power with respect to shares held by CVF, LLC. HCC Manager LLC disclaims beneficial ownership of all shares held by CVF, LLC, except to the extent of its pecuniary interest therein.

Read SEC document
February 06, 2024 Filed Feb 6, 2024 20:39 UTC FRACTYL HEALTH, INC. GUTS · Entity 6700 ConversionSeries E Preferred Stock · Derivative 2,914,228 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-24-000153 · doc4.xml · derivative · entry 5

CVF, LLC · CIK 0001112278 · 10% owner

HCC Manager LLC · CIK 0001844818 · (4)

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · Not disclosed shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Each share of the Issuer's preferred stock is convertible into shares of the Issuer's common stock at the holder's option, on a 1-1 basis, with such ratio being subject to adjustment from time to time for customary events affecting the preferred stock and common stock, and has no expiration date. On January 26, 2024, the Issuer's board approved a 1-for-2.146 reverse stock split of its issued and outstanding shares of common stock, as a result of which the conversion ratio for the Issuer's preferred stock was correspondingly adjusted to 1 share of common stock issuable for 2.146 shares of the preferred stock. The preferred stock automatically converted into common stock upon the closing of the Issuer's initial public offering on February 6, 2024 at such ratio.

F1 · price: Each share of the Issuer's preferred stock is convertible into shares of the Issuer's common stock at the holder's option, on a 1-1 basis, with such ratio being subject to adjustment from time to time for customary events affecting the preferred stock and common stock, and has no expiration date. On January 26, 2024, the Issuer's board approved a 1-for-2.146 reverse stock split of its issued and outstanding shares of common stock, as a result of which the conversion ratio for the Issuer's preferred stock was correspondingly adjusted to 1 share of common stock issuable for 2.146 shares of the preferred stock. The preferred stock automatically converted into common stock upon the closing of the Issuer's initial public offering on February 6, 2024 at such ratio.

F1 · derivative.exercise_date: Each share of the Issuer's preferred stock is convertible into shares of the Issuer's common stock at the holder's option, on a 1-1 basis, with such ratio being subject to adjustment from time to time for customary events affecting the preferred stock and common stock, and has no expiration date. On January 26, 2024, the Issuer's board approved a 1-for-2.146 reverse stock split of its issued and outstanding shares of common stock, as a result of which the conversion ratio for the Issuer's preferred stock was correspondingly adjusted to 1 share of common stock issuable for 2.146 shares of the preferred stock. The preferred stock automatically converted into common stock upon the closing of the Issuer's initial public offering on February 6, 2024 at such ratio.

F1 · derivative.expiration_date: Each share of the Issuer's preferred stock is convertible into shares of the Issuer's common stock at the holder's option, on a 1-1 basis, with such ratio being subject to adjustment from time to time for customary events affecting the preferred stock and common stock, and has no expiration date. On January 26, 2024, the Issuer's board approved a 1-for-2.146 reverse stock split of its issued and outstanding shares of common stock, as a result of which the conversion ratio for the Issuer's preferred stock was correspondingly adjusted to 1 share of common stock issuable for 2.146 shares of the preferred stock. The preferred stock automatically converted into common stock upon the closing of the Issuer's initial public offering on February 6, 2024 at such ratio.

F1 · derivative.underlying_shares: Each share of the Issuer's preferred stock is convertible into shares of the Issuer's common stock at the holder's option, on a 1-1 basis, with such ratio being subject to adjustment from time to time for customary events affecting the preferred stock and common stock, and has no expiration date. On January 26, 2024, the Issuer's board approved a 1-for-2.146 reverse stock split of its issued and outstanding shares of common stock, as a result of which the conversion ratio for the Issuer's preferred stock was correspondingly adjusted to 1 share of common stock issuable for 2.146 shares of the preferred stock. The preferred stock automatically converted into common stock upon the closing of the Issuer's initial public offering on February 6, 2024 at such ratio.

F4 · ownership.direct: HCC Manager LLC, manager of CVF, LLC, exercises voting and investment power with respect to shares held by CVF, LLC. HCC Manager LLC disclaims beneficial ownership of all shares held by CVF, LLC, except to the extent of its pecuniary interest therein.

Read SEC document
February 06, 2024 Filed Feb 6, 2024 20:39 UTC FRACTYL HEALTH, INC. GUTS · Entity 6700 ConversionSeries D Preferred Stock · Derivative 4,090,872 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-24-000153 · doc4.xml · derivative · entry 4

CVF, LLC · CIK 0001112278 · 10% owner

HCC Manager LLC · CIK 0001844818 · (4)

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · Not disclosed shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Each share of the Issuer's preferred stock is convertible into shares of the Issuer's common stock at the holder's option, on a 1-1 basis, with such ratio being subject to adjustment from time to time for customary events affecting the preferred stock and common stock, and has no expiration date. On January 26, 2024, the Issuer's board approved a 1-for-2.146 reverse stock split of its issued and outstanding shares of common stock, as a result of which the conversion ratio for the Issuer's preferred stock was correspondingly adjusted to 1 share of common stock issuable for 2.146 shares of the preferred stock. The preferred stock automatically converted into common stock upon the closing of the Issuer's initial public offering on February 6, 2024 at such ratio.

F1 · price: Each share of the Issuer's preferred stock is convertible into shares of the Issuer's common stock at the holder's option, on a 1-1 basis, with such ratio being subject to adjustment from time to time for customary events affecting the preferred stock and common stock, and has no expiration date. On January 26, 2024, the Issuer's board approved a 1-for-2.146 reverse stock split of its issued and outstanding shares of common stock, as a result of which the conversion ratio for the Issuer's preferred stock was correspondingly adjusted to 1 share of common stock issuable for 2.146 shares of the preferred stock. The preferred stock automatically converted into common stock upon the closing of the Issuer's initial public offering on February 6, 2024 at such ratio.

F1 · derivative.exercise_date: Each share of the Issuer's preferred stock is convertible into shares of the Issuer's common stock at the holder's option, on a 1-1 basis, with such ratio being subject to adjustment from time to time for customary events affecting the preferred stock and common stock, and has no expiration date. On January 26, 2024, the Issuer's board approved a 1-for-2.146 reverse stock split of its issued and outstanding shares of common stock, as a result of which the conversion ratio for the Issuer's preferred stock was correspondingly adjusted to 1 share of common stock issuable for 2.146 shares of the preferred stock. The preferred stock automatically converted into common stock upon the closing of the Issuer's initial public offering on February 6, 2024 at such ratio.

F1 · derivative.expiration_date: Each share of the Issuer's preferred stock is convertible into shares of the Issuer's common stock at the holder's option, on a 1-1 basis, with such ratio being subject to adjustment from time to time for customary events affecting the preferred stock and common stock, and has no expiration date. On January 26, 2024, the Issuer's board approved a 1-for-2.146 reverse stock split of its issued and outstanding shares of common stock, as a result of which the conversion ratio for the Issuer's preferred stock was correspondingly adjusted to 1 share of common stock issuable for 2.146 shares of the preferred stock. The preferred stock automatically converted into common stock upon the closing of the Issuer's initial public offering on February 6, 2024 at such ratio.

F1 · derivative.underlying_shares: Each share of the Issuer's preferred stock is convertible into shares of the Issuer's common stock at the holder's option, on a 1-1 basis, with such ratio being subject to adjustment from time to time for customary events affecting the preferred stock and common stock, and has no expiration date. On January 26, 2024, the Issuer's board approved a 1-for-2.146 reverse stock split of its issued and outstanding shares of common stock, as a result of which the conversion ratio for the Issuer's preferred stock was correspondingly adjusted to 1 share of common stock issuable for 2.146 shares of the preferred stock. The preferred stock automatically converted into common stock upon the closing of the Issuer's initial public offering on February 6, 2024 at such ratio.

F4 · ownership.direct: HCC Manager LLC, manager of CVF, LLC, exercises voting and investment power with respect to shares held by CVF, LLC. HCC Manager LLC disclaims beneficial ownership of all shares held by CVF, LLC, except to the extent of its pecuniary interest therein.

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February 06, 2024 Filed Feb 6, 2024 20:39 UTC FRACTYL HEALTH, INC. GUTS · Entity 6700 PurchaseCommon Stock 333,333 $15.00 $4,999,995.00
Disclosure

SEC source: 0000899243-24-000153 · doc4.xml · nonDerivative · entry 3

CVF, LLC · CIK 0001112278 · 10% owner

HCC Manager LLC · CIK 0001844818 · (4)

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 4,673,870

F4 · ownership.direct: HCC Manager LLC, manager of CVF, LLC, exercises voting and investment power with respect to shares held by CVF, LLC. HCC Manager LLC disclaims beneficial ownership of all shares held by CVF, LLC, except to the extent of its pecuniary interest therein.

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February 06, 2024 Filed Feb 6, 2024 20:39 UTC FRACTYL HEALTH, INC. GUTS · Entity 6700 ConversionCommon Stock 920,661 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-24-000153 · doc4.xml · nonDerivative · entry 2

CVF, LLC · CIK 0001112278 · 10% owner

HCC Manager LLC · CIK 0001844818 · (4)

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 4,340,537

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · price: The Convertible Note automatically converts into shares of the Issuer's common stock upon the occurrence of certain additional issuances of the Issuer's capital stock, including in connection with an initial public offering of the Issuer's common stock with gross proceeds of at least $80,000,000 or a resulting market capitalization of the Issuer's common stock equal to at least $1,000,000,000. In the event of such an initial public offering, all of the outstanding principal and interest under the convertible note will automatically convert into shares of the Issuer's common stock at a price equal to the lessor of (a) 80% of the per share offering price of common stock in the initial public offering; and (b) the price per share that results when $770,000,000 is divided by the total number of shares of the Issuer's common stock then outstanding, calculated on a fully diluted basis.

F3 · price: (Continued from Footnote 2) Upon the closing of the Issuer's initial public offering on February 6, 2024 meeting the foregoing criteria, the aggregate principal amount of the Convertible Note of approximately $10.9 million, including accrued interest, automatically converted into 920,661 shares of the Issuer's common stock.

F4 · ownership.direct: HCC Manager LLC, manager of CVF, LLC, exercises voting and investment power with respect to shares held by CVF, LLC. HCC Manager LLC disclaims beneficial ownership of all shares held by CVF, LLC, except to the extent of its pecuniary interest therein.

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February 06, 2024 Filed Feb 6, 2024 20:39 UTC FRACTYL HEALTH, INC. GUTS · Entity 6700 ConversionCommon Stock 3,419,876 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-24-000153 · doc4.xml · nonDerivative · entry 1

CVF, LLC · CIK 0001112278 · 10% owner

HCC Manager LLC · CIK 0001844818 · (4)

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 3,419,876

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Each share of the Issuer's preferred stock is convertible into shares of the Issuer's common stock at the holder's option, on a 1-1 basis, with such ratio being subject to adjustment from time to time for customary events affecting the preferred stock and common stock, and has no expiration date. On January 26, 2024, the Issuer's board approved a 1-for-2.146 reverse stock split of its issued and outstanding shares of common stock, as a result of which the conversion ratio for the Issuer's preferred stock was correspondingly adjusted to 1 share of common stock issuable for 2.146 shares of the preferred stock. The preferred stock automatically converted into common stock upon the closing of the Issuer's initial public offering on February 6, 2024 at such ratio.

F4 · ownership.direct: HCC Manager LLC, manager of CVF, LLC, exercises voting and investment power with respect to shares held by CVF, LLC. HCC Manager LLC disclaims beneficial ownership of all shares held by CVF, LLC, except to the extent of its pecuniary interest therein.

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Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.