CVF, LLC's Form 4 filing
Fractyl Health, Inc.GUTS · filed Feb 6, 2024
- Accession no.
- 0000899243-24-000153
- Filed
- Feb 6, 2024, 8:39 PM ET
- Trade date
- Feb 6, 2024
- Filing delay
- Same day
- Rule 10b5-1 plan
- Not checked
This filing lists 3 non-derivative transactions and 4 derivative transactions. Open-market purchases total $5.00M. It was filed on the trade date.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| CVF, LLCCIK 0001112278 | 10% Owner |
| HCC Manager LLCCIK 0001844818 | Other: (4) |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Feb 6, 2024 | Common Stock | CConversionAcquired | +3,419,876 | –F1 | – | 3,419,876 | Direct | |
| Feb 6, 2024 | Common Stock | CConversionAcquired | +920,661 | –F2,F3 | – | 4,340,537 | Direct | |
| Feb 6, 2024 | Common Stock | PPurchaseAcquired | +333,333 | $15.00 | +$4,999,995 | 4,673,870 | Direct |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Feb 6, 2024 | Series D Preferred Stock | CConversionDisposed | −4,090,872 | –F1 | – | 0 | Direct | |
| Feb 6, 2024 | Series E Preferred Stock | CConversionDisposed | −2,914,228 | –F1 | – | 0 | Direct | |
| Feb 6, 2024 | Series F Preferred Stock | CConversionDisposed | −333,957 | –F1 | – | 0 | Direct | |
| Feb 6, 2024 | Convertible Promissory Note | CConversionDisposed | 0 | –F2,F3 | – | 0 | Direct |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- 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.
Referenced by the price of 1 transaction in Table I and 3 transactions in Table II.
- 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.
Referenced by the price of 1 transaction in Table I and 1 transaction in Table II.
- 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.
Referenced by the price of 1 transaction in Table I and 1 transaction in Table II.