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* Parlavecchio Caryn (Last) (First) (Middle) 301 BINNEY STREET (Street) CAMBRIDGE MA 02142 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/26/2022	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 10% Owner X Officer (give title below) Other (specify below) CHRO	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person 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)
Common Stock	16,800(1)	D
Common Stock	27,500(2)	D

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	(3)	10/26/2031	Common Stock	56,000	26.05	D
Stock Option (Right to Buy)	(4)	02/14/2032	Common Stock	27,500	18.08	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents the contingent right to receive, upon vesting of the RSU, one share of the Issuer's common stock. The shares subject to this RSU award will vest annually over four years, with the first annual installment to vest on August 15, 2022 and each additional installment to vest annual thereafter, subject to a continued service relationship with the Issuer on such vesting date.

2. Each RSU represents the contingent right to receive, upon vesting of the RSU, one share of the Issuer's common stock. The shares subject to this RSU award will vest annually over four years, with the first annual installment to vest on January 15, 2023 and each additional installment to vest annual thereafter, subject to a continued service relationship with the Issuer on such vesting date.

3. Options vest over four years with 25% vesting on August 9, 2022 and the remainder vesting in 12 quarterly installments thereafter, provided the reporting person continues to have a service relationship with the Issuer on such vesting date.

4. 25,782 shares remain unvested under this stock option. The first vesting event occurred on April 1, 2022 and the remainder will vest in fifteen quarterly installments thereafter; provided the reporting person continues to have a service relationship with the Issuer on such vesting date.

	/s/ Junlin Ho, Attorney-in-Fact for Caryn Parlavecchio	05/26/2022
	** 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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