UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Scholar Rock Holding Corporation
(Name of Issuer)
Common stock, $0.001 par value per share
(Title of Class of Securities)
80706P103
(CUSIP Number)
December 31, 2019
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP NO. 80706P103 | 13G | Page 2 of 5 |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
Timothy A. Springer | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 | SOLE VOTING POWER
2,957,422 shares | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
2,957,422 shares | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,957,422 shares | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.0%1 | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
IN, OO | |||||
| (1) | 9.96% ownership was rounded to 10.0% pursuant to the Instruction to Row 11 of the Cover Page of Schedule 13G (requiring percentages to be rounded off to the nearest tenth). |
| CUSIP NO. 80706P103 | 13G | Page 3 of 5 |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
TAS Partners LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 | SOLE VOTING POWER
580,855 shares | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
580,855 shares | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
580,855 shares | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.0% | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
| CUSIP NO. 80706P103 | 13G | Page 4 of 5 |
| ITEM 1(A). | NAME OF ISSUER |
Scholar Rock Holding Corporation (the “Issuer”)
| ITEM 1(B). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES |
620 Memorial Drive, 2nd Floor
Cambridge, MA 02139
| ITEM 2(A). | NAME OF PERSONS FILING |
This joint statement on Schedule 13G is filed by Timothy A. Springer (“Dr. Springer”) and TAS Partners LLC (“TAS”), who are together referred to herein as the “Reporting Persons.”
| ITEM 2(B). | ADDRESS OF PRINCIPAL BUSINESS OFFICE |
The business address of each of Dr. Springer and TAS is 36 Woodman Road, Newton, MA, 02467.
| ITEM 2(C) | CITIZENSHIP |
TAS is a Delaware limited liability company and Dr. Springer is a citizen of the United States.
| ITEM 2(D) | TITLE OF CLASS OF SECURITIES |
Shares of Common Stock, $0.001 par value per share (the “Shares”)
| ITEM 2(E) | CUSIP NUMBER |
80706P103
| ITEM 3. | Not Applicable. |
| ITEM 4. | OWNERSHIP |
The percentages of beneficial ownership stated herein and on each Reporting Person’s cover page to this Schedule 13G are based on a total of 29,678,422 Shares outstanding as of November 1, 2019, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019, filed by the Issuer with the Securities and Exchange Commission on November 12, 2019. The cover page to this Schedule 13G for each Reporting Person is incorporated by reference in its entirety into this Item 4. As of the date hereof, the Reporting Persons, in the aggregate, beneficially own 2,957,422 Shares, representing approximately 9.96% of such class of securities.
Dr. Springer is the beneficial owner of a total of 2,957,422 Shares, representing approximately 9.96% of the outstanding Shares and consisting of (i) 2,376,567 Shares held directly and (ii) 580,855 Shares held by TAS. Dr. Springer disclaims beneficial ownership of the Shares held by TAS, except to the extent of his pecuniary interest therein.
TAS is the beneficial owner of a total of 580,855 Shares, representing approximately 1.96% of the outstanding Shares. TAS holds all such Shares directly. Dr. Springer is the sole managing member of TAS.
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
Not applicable.
| CUSIP NO. 80706P103 | 13G | Page 5 of 5 |
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. |
Not applicable.
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON |
Not applicable.
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. |
Not applicable.
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP. |
Not applicable.
| ITEM 10. | CERTIFICATION. |
Not applicable.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 14, 2020
| /s/ Timothy A. Springer | ||||
| Timothy A Springer | ||||
| TAS Partners LLC | ||||
| By: | /s/ Timothy A. Springer | |||
| Name: | Timothy A. Springer | |||
| Title: | Manager | |||