Sec Form 3 Filing - Corebridge DECO II, LLC @ Fractyl Health, Inc. - 2024-02-01

Insider filing report for Changes in Beneficial Ownership
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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
Corebridge DECO II, 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)
28 LIBERTY STREET, 47TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
02/01/2024
(Street)
NEW YORK, NY10005
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 E Preferred Shares ( 1 ) ( 1 ) ( 1 ) Common Stock 546,242 ( 2 ) D ( 3 )
Series F Preferred Shares ( 1 ) ( 1 ) ( 1 ) Common Stock 127,149 ( 2 ) D ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Corebridge DECO II, LLC
28 LIBERTY STREET, 47TH FLOOR
NEW YORK, NY10005
X
Signatures
/s/ Atif Mahmood, Chief Financial Officer, SAFG Capital LLC as Managing Member of Corebridge Investments Fund Holdings, LLC as Manager of Corebridge DECO II, LLC 02/01/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Series E Convertible Preferred Stock and Series F Convertible Preferred Stock (together, the "Preferred Shares") are convertible into shares of the Issuer's common stock, at the option of the stockholder, at any time, and for no additional consideration, at an initial conversion ratio of 1-for-1, as adjusted for the Reverse Stock Split (defined in footnote 2). The Preferred Shares have no expiration date. The Preferred Shares will automatically convert into shares of the Issuer's common stock immediately prior to the closing of the Issuer's initial public offering of common stock.
( 2 )Reflects a 1-for-2.146 reverse stock split of the Issuer's common stock effected on January 26, 2024 (the "Reverse Stock Split").
( 3 )Corebridge DECO II, LLC is an indirect subsidiary of American International Group, Inc.

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* 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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