Sec Form 3 Filing - Caplan Jay David @ 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 Caplan Jay David 2. Issuer Name and Ticker or Trading Symbol Fractyl Health, Inc. [ GUTS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President, Chief Product Off. (Last) (First) (Middle) 17 HARTWELL AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 02/01/2024 (Street) LEXINGTON, MA02421 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 B Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 82,817 I By Family Trust Series C-1 Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 20,843 I By Family Trust Series C-2 Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 15,150 I By Family Trust Stock Option $ 1.7 ( 2 ) 11/11/2024 Common Stock 95,484 D Stock Option $ 1.7 ( 2 ) 02/10/2025 Common Stock 61,742 D Stock Option $ 2.67 ( 2 ) 12/17/2025 Common Stock 145,875 D Stock Option $ 2.67 ( 2 ) 06/27/2026 Common Stock 23,298 D Stock Option $ 3.35 ( 2 ) 03/14/2028 Common Stock 94,879 D Stock Option $ 3.89 ( 3 ) 03/26/2030 Common Stock 12,824 D Stock Option $ 6.98 ( 4 ) 06/24/2031 Common Stock 38,974 D Stock Option $ 8.59 ( 5 ) 09/07/2032 Common Stock 11,649 D Stock Option $ 8.18 ( 6 ) 03/16/2033 Common Stock 25,628 D Stock Option $ 11.21 ( 7 ) 11/10/2033 Common Stock 14,701 D Restricted Stock Units ( 8 ) ( 8 ) ( 8 ) Common Stock 187,257 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Caplan Jay David 17 HARTWELL AVENUE LEXINGTON, MA02421 President, Chief Product Off. Signatures /s/ Lisa A. Davidson, Attorney-in-fact 02/01/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )The stock option is fully vested and currently exercisable. ( 3 )The stock option vests in 48 monthly installments beginning on April 26, 2020. ( 4 )The stock option vests in 48 monthly installments beginning on July 24, 2021. ( 5 )The stock option vests in 48 monthly installments beginning on October 7, 2022. ( 6 )The stock option vests in 48 monthly installments beginning on April 16, 2023. ( 7 )The stock option vests in 4 annual installments beginning on December 10, 2024. ( 8 )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.

Remarks: Exhibit 24 - Power of Attorney.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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