Sec Form 3 Filing - Mithril LP @ 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 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 (MM/DD/YY) 02/01/2024 (Street) AUSTIN, TX78701 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 C-1 Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 1,875,938 D ( 2 ) Series C-2 Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 3,030,193 D ( 2 ) Series D Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 254,170 D ( 2 ) Series E Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 173,821 I See footnotes ( 3 ) Series F Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 744,746 I See footnotes ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Mithril LP C/O MITHRIL CAPITAL MANAGEMENT LLC 111 CONGRESS AVENUE, SUITE 500 AUSTIN, TX78701 X Mithril II UGP LLC C/O MITHRIL CAPITAL MANAGEMENT LLC 111 CONGRESS AVENUE, SUITE 500 AUSTIN, TX78701 X Mithril II GP LP C/O MITHRIL CAPITAL MANAGEMENT LLC 111 CONGRESS AVENUE, SUITE 500 AUSTIN, TX78701 X MITHRIL II LP C/O MITHRIL CAPITAL MANAGEMENT LLC 111 CONGRESS AVENUE, SUITE 500 AUSTIN, TX78701 X Mithril GP LP C/O MITHRIL CAPITAL MANAGEMENT LLC 111 CONGRESS AVENUE, SUITE 500 AUSTIN, TX78701 X THIEL PETER C/O MITHRIL CAPITAL MANAGEMENT LLC 111 CONGRESS AVENUE, SUITE 500 AUSTIN, TX78701 X Signatures Mithril II UGP LLC By: /s/ Ajay Royan, Managing Member 02/01/2024 Signature of Reporting Person Date Mithril II GP LP By: Mithril II UGP LLC, its general partner By: /s/ Ajay Royan, Managing Member 02/01/2024 Signature of Reporting Person Date 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 02/01/2024 Signature of Reporting Person Date Mithril GP LP By: /s/ Ajay Royan, Authorized Person 02/01/2024 Signature of Reporting Person Date Mithril LP By: Mithril GP LP, its general partner By: /s/ Ajay Royan, Authorized Person 02/01/2024 Signature of Reporting Person Date /s/ Peter Thiel 02/01/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of the Issuer's preferred stock is convertible into 0.466 shares of the Issuer's common stock at the holder's election 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 )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.

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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