Sec Form 3 Filing - CVF, LLC @ Fractyl Health, Inc. - 2024-02-01

FORM 3 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 CVF, LLC 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) 222 N. LASALLE STREET, SUITE 2000 3. Date of Earliest Transaction (MM/DD/YY) 02/01/2024 (Street) CHICAGO, IL60601 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series D Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 4,090,872 D ( 6 ) Series E Preferred Stock ( 2 ) ( 2 ) ( 2 ) Common Stock 2,914,228 D ( 6 ) Series F Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock 333,957 D ( 6 ) Common Stock Warrant ( 4 ) 07/11/2023 07/11/2033 Common Stock ( 4 ) D ( 6 ) Convertible Promissory Note ( 5 ) ( 5 ) 12/31/2024 Common Stock ( 5 ) D ( 6 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CVF, LLC 222 N. LASALLE STREET, SUITE 2000 CHICAGO, IL60601 X HCC Manager LLC 222 N. LASALLE STREET, SUITE 2000 CHICAGO, IL60601 (6) Signatures CVF, LLC, By: HCC Manager LLC, Its: Managing Member, By:/s/Richard H. Robb; Name: Richard H. Robb, Title: Executive Vice President 02/01/2024 Signature of Reporting Person Date HCC Manager LLC, By:/s/Richard H. Robb, Name: Richard H. Robb, Title: Executive Vice President 02/01/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Series D Preferred Stock is convertible, at the option of the holder, at any time and from time to time on a 1-for-1 basis for shares of the Issuer's common stock, with such ratio being subject to adjustment from time to time for customary events affecting the preferred stock and common stock. The preferred stock has no stated expiration date. The Series D Preferred Stock will automatically convert to common stock upon consummation of an initial public offering meeting certain criteria. ( 2 )The Series E Preferred Stock is convertible, at the option of the holder, at any time and from time to time on a 1-for-1 basis for shares of the Issuer's common stock, with such ratio being subject to adjustment from time to time for customary events affecting the preferred stock and common stock. The preferred stock has no stated expiration date. The Series E Preferred Stock will automatically convert to common stock upon consummation of an initial public offering meeting certain criteria. ( 3 )The Series F Preferred Stock is convertible, at the option of the holder, at any time and from time to time on a 1-for-1 basis for shares of the Issuer's common stock, with such ratio being subject to adjustment from time to time for customary events affecting the preferred stock and common stock. The preferred stock has no stated expiration date. The Series F Preferred Stock will automatically convert to common stock upon consummation of an initial public offering meeting certain criteria. ( 4 )The Warrant permits CVF, LLC to purchase a number of shares of the Issuer's common stock equal to the quotient of (a) $10,449,589.04; divided by (b) an amount at CVF, LLC's option equal to (i) $8.3843, (ii) the lowest original issue price of the shares of the Issuer's preferred stock issued after July 11, 2023 in the next bona fide private preferred equity financing round, (iii) in the event of any convertible note, SAFE or similar convertible security financing, the conversion price contemplated by such convertible security or (iv) in the event of an initial public offering of the Issuer's common stock, the per share offering price of common stock in the initial public offering. The per share exercise price of the warrant is equal to the amount elected by CVF, LLC in the foregoing clause (b). ( 5 )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. ( 6 )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.

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).

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