SEC Filing - Scholar Rock, Inc.

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SEC FORM 4 SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Polaris Venture Management Co. VI, L.L.C.

(Last)

(First)

(Middle)

ONE MARINA PARK DRIVE, 10TH FLOOR

(Street)

BOSTON

02210

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Scholar Rock Holding Corp [ SRRK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/29/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/29/2018		C		330,948	A	⁽¹⁾	330,948	I	See Footnotes⁽²⁾⁽³⁾
Common Stock	05/29/2018		C		19,340	A	⁽¹⁾	19,340	I	See Footnote⁽⁴⁾
Common Stock	05/29/2018		C		493,705	A	⁽¹⁾	824,653	I	See Footnotes⁽²⁾⁽³⁾
Common Stock	05/29/2018		C		28,851	A	⁽¹⁾	48,191	I	See Footnote⁽⁴⁾
Common Stock	05/29/2018		C		479,634	A	⁽¹⁾	1,304,287	I	See Footnotes⁽²⁾⁽³⁾
Common Stock	05/29/2018		C		28,028	A	⁽¹⁾	76,219	I	See Footnote⁽⁴⁾
Common Stock	05/29/2018		C		260,670	A	⁽¹⁾	1,564,957	I	See Footnotes⁽²⁾⁽³⁾
Common Stock	05/29/2018		C		15,233	A	⁽¹⁾	91,452	I	See Footnote⁽⁴⁾
Common Stock	05/29/2018		C		693,294	A	⁽¹⁾	2,258,251	I	See Footnotes⁽²⁾⁽³⁾
Common Stock	05/29/2018		C		40,514	A	⁽¹⁾	131,966	I	See Footnote⁽⁴⁾
Common Stock	05/29/2018		C		283,090	A	⁽¹⁾	2,541,341	I	See Footnotes⁽²⁾⁽³⁾
Common Stock	05/29/2018		C		16,542	A	⁽¹⁾	148,508	I	See Footnote⁽⁴⁾
Common Stock	05/29/2018		P		134,970	A	$14	2,676,311	I	See Footnotes⁽²⁾⁽³⁾
Common Stock	05/29/2018		P		7,887	A	$14	156,395	I	See Footnote⁽⁴⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A-1 Preferred Stock	⁽¹⁾	05/29/2018		C			944,789	⁽¹⁾	⁽¹⁾	Common Stock	330,948	⁽¹⁾	0	I	See Footnotes⁽²⁾⁽³⁾
Series A-1 Preferred Stock	⁽¹⁾	05/29/2018		C			55,211	⁽¹⁾	⁽¹⁾	Common Stock	19,340	⁽¹⁾	0	I	See Footnote⁽⁴⁾
Series A-2 Preferred Stock	⁽¹⁾	05/29/2018		C			1,409,429	⁽¹⁾	⁽¹⁾	Common Stock	493,705	⁽¹⁾	0	I	See Footnotes⁽²⁾⁽³⁾
Series A-2 Preferred Stock	⁽¹⁾	05/29/2018		C			82,363	⁽¹⁾	⁽¹⁾	Common Stock	28,851	⁽¹⁾	0	I	See Footnote⁽⁴⁾
Series A-3 Preferred Stock	⁽¹⁾	05/29/2018		C			1,369,259	⁽¹⁾	⁽¹⁾	Common Stock	479,634	⁽¹⁾	0	I	See Footnotes⁽²⁾⁽³⁾
Series A-3 Preferred Stock	⁽¹⁾	05/29/2018		C			80,016	⁽¹⁾	⁽¹⁾	Common Stock	28,028	⁽¹⁾	0	I	See Footnote⁽⁴⁾
Series A-4 Preferred Stock	⁽¹⁾	05/29/2018		C			744,162	⁽¹⁾	⁽¹⁾	Common Stock	260,670	⁽¹⁾	0	I	See Footnotes⁽²⁾⁽³⁾
Series A-4 Preferred Stock	⁽¹⁾	05/29/2018		C			43,487	⁽¹⁾	⁽¹⁾	Common Stock	15,233	⁽¹⁾	0	I	See Footnote⁽⁴⁾
Series B Preferred Stock	⁽¹⁾	05/29/2018		C			1,979,216	⁽¹⁾	⁽¹⁾	Common Stock	693,294	⁽¹⁾	0	I	See Footnotes⁽²⁾⁽³⁾
Series B Preferred Stock	⁽¹⁾	05/29/2018		C			115,659	⁽¹⁾	⁽¹⁾	Common Stock	40,514	⁽¹⁾	0	I	See Footnote⁽⁴⁾
Series C Preferred Stock	⁽¹⁾	05/29/2018		C			808,166	⁽¹⁾	⁽¹⁾	Common Stock	283,090	⁽¹⁾	0	I	See Footnotes⁽²⁾⁽³⁾
Series C Preferred Stock	⁽¹⁾	05/29/2018		C			47,225	⁽¹⁾	⁽¹⁾	Common Stock	16,542	⁽¹⁾	0	I	See Footnote⁽⁴⁾

1. Name and Address of Reporting Person^*

Polaris Venture Management Co. VI, L.L.C.

(Last)

(First)

(Middle)

ONE MARINA PARK DRIVE, 10TH FLOOR

(Street)

BOSTON

02210

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Polaris Venture Partners VI, L.P.

(Last)

(First)

(Middle)

ONE MARINA PARK DRIVE, 10TH FLOOR

(Street)

BOSTON

02210

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Polaris Venture Partners Founders' Fund VI, L.P.

(Last)

(First)

(Middle)

ONE MARINA PARK DRIVE, 10TH FLOOR

(Street)

BOSTON

02210

(City)

(State)

(Zip)

Explanation of Responses:

1. Each share of Preferred Stock automatically converted into Common Stock, for no additional payment or consideration, on a 2.8548-for-1 basis upon the closing of the Issuer's initial public offering on May 29, 2018 and had no expiration date.

2. The reportable securities are owned directly by Polaris Venture Partners VI, L.P. ("PVP VI"). Polaris Venture Management Co. VI, L.L.C. ("PVM VI") is the general partner of PVP VI. PVM VI is managed by its managing members, one of whom is Dr. Amir Nashat, a member of the Issuer's Board of Directors (collectively, the "Managing Members"). PVM VI may be deemed to have sole voting and dispositive power with respect to the shares held by PVP VI and the Managing Members may each be deemed to have shared voting and dispositive power with respect to the shares held by PVP VI.

3. Each of PVM VI and the Managing Members disclaims beneficial ownership of these securities and this report shall not be deemed an admission that PVM VI or any of the Managing Members is a beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.

4. The reportable securities are owned directly by Polaris Venture Partners Founders' Fund VI, L.P. ("PVPFF VI"). PVM VI is the general partner of PVPFF VI. PVM VI may be deemed to have sole voting and dispositive power with respect to the shares held by PVPFF VI and the Managing Members may each be deemed to have shared voting and dispositive power with respect to the shares held by PVPFF VI. Each of PVM VI and the Managing Members disclaims beneficial ownership of these securities and this report shall not be deemed an admission that PVM VI or any of the Managing Members is a beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.

	/s/ Max Eisenberg, Attorney-in-Fact for Polaris Venture Management Co. VI, L.L.C.	05/31/2018
	/s/ Max Eisenberg, Attorney-in-Fact for Polaris Venture Management Co. VI, L.L.C., general partner of Polaris Venture Partners VI, L.P.	05/31/2018
	/s/ Max Eisenberg, Attorney-in-Fact for Polaris Venture Management Co. VI, L.L.C., general partner of Polaris Venture Partners Founders' Fund VI, L.P.	05/31/2018
	** Signature of Reporting Person	Date
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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