SEC Filing - Scholar Rock, Inc.

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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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. Date of Event Requiring Statement (Month/Day/Year)
05/23/2018

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	330,948	⁽¹⁾	I	See Footnotes⁽²⁾⁽³⁾
Series A-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	19,340	⁽¹⁾	I	See Footnote⁽⁴⁾
Series A-2 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	493,705	⁽¹⁾	I	See Footnotes⁽²⁾⁽³⁾
Series A-2 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	28,851	⁽¹⁾	I	See Footnote⁽⁴⁾
Series A-3 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	479,634	⁽¹⁾	I	See Footnotes⁽²⁾⁽³⁾
Series A-3 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	28,028	⁽¹⁾	I	See Footnote⁽⁴⁾
Series A-4 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	260,670	⁽¹⁾	I	See Footnotes⁽²⁾⁽³⁾
Series A-4 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	15,233	⁽¹⁾	I	See Footnote⁽⁴⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	693,294	⁽¹⁾	I	See Footnotes⁽²⁾⁽³⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	40,514	⁽¹⁾	I	See Footnote⁽⁴⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	283,090	⁽¹⁾	I	See Footnotes⁽²⁾⁽³⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	16,542	⁽¹⁾	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 is convertible on a 2.8548-for-1 basis into Common Stock at any time at the election of the Reporting Person and will automatically convert upon the closing of the Issuer's initial public offering into the number of shares of the Issuer's Common Stock shown in column 3 without payment or further consideration.

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.	05/23/2018
	/s/ Max Eisenberg, Attorney-in-Fact for Polaris Venture Management Co. VI, L.L.C., general partner of Polaris Venture Partners VI, L.P.	05/23/2018
	/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.	05/23/2018
	** 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 5 (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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