May 21, 2018
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Re: Scholar Rock Holding Corporation
Registration Statement on Form S-1 (File No. 333-224493)
Ladies and Gentlemen:
Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended, we wish to advise that between May 14, 2018 and the date hereof, approximately 340 copies of the Preliminary Prospectus dated May 14, 2018 were distributed to prospective underwriters, institutional investors and prospective dealers in connection with the above-captioned Registration Statement.
We wish to advise you that the participating underwriters have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
We hereby join in the request of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:00 p.m. Eastern Time, on Wednesday, May 23, 2018 or as soon thereafter as practicable.
[signature page follows]
Very truly yours,
JEFFERIES LLC
COWEN AND COMPANY, LLC
BMO CAPITAL MARKETS CORP.
As representatives of the Underwriters
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Jefferies LLC |
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By: |
/s/ Charlie Glazer |
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Name: Charlie Glazer |
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Title: U.S. Head of Syndicate |
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By: |
Cowen and Company, LLC |
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By: |
/s/ Tanya Joseph |
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Name: Tanya Joseph |
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Title: Managing Director |
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By: |
BMO Capital Markets Corp. |
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By: |
/s/ Mahir Mantri |
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Name: Mahir Mantri |
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Title: Managing Director-Healthcare |
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