UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2 - Exit Filing)*
Scholar Rock Holding Corporation
(Name of Issuer)
Common Stock par value $0.001 per share
(Title of Class of Securities)
80706P103
(CUSIP Number)
October 12, 2023
(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 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 Pages |
| 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 Person Filing |
ARCH Venture Fund VIII, L.P. (“ARCH Venture Fund VIII”); ARCH Venture Partners VIII, L.P. (“AVP VIII LP”); ARCH Venture Partners VIII, LLC (“AVP VIII LLC”) (collectively, the “Reporting Entities” and individually, each a “Reporting Entity”); and Keith Crandell (“Crandell”), Robert Nelsen (“Nelsen”) and Clinton Bybee (“Bybee”) (collectively, the “Managing Directors” and individually, each a “Managing Director”). The Reporting Entities and the Managing Directors collectively are referred to as the “Reporting Persons”.
| Item 2(b). | Address of Principal Business Office or, if none, Residence |
8755 W. Higgins Avenue, Suite 1025, Chicago, IL 60631
| Item 2(c). | Citizenship |
ARCH Venture Fund VIII and AVP VIII LP are limited partnerships organized under the laws of the State of Delaware. AVP VIII LLC is a limited liability company organized under the laws of the State of Delaware. Each Managing Director is a US citizen.
| Item 2(d). | Title of Class of Securities |
Common stock, par value $0.001 per share.
| Item 2(e). | CUSIP Number |
80706P103
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: |
Not Applicable.
CUSIP No. 80706P103 |
13G | Page 3 of 5 Pages |
| Item 4. | Ownership |
Not Applicable.
| Item 5. | Ownership of Five Percent or Less of a Class |
Following the closing of a stock offering by the Company in October 2023, each of the Reporting Persons has ceased to beneficially own five percent (5%) or more of the Issuer’s outstanding Common Stock.
| 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 |
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. | Certifications |
Not Applicable.
CUSIP No. 80706P103 |
13G | Page 4 of 5 Pages |
SIGNATURE
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.
Dated: February 14, 2024
ARCH VENTURE FUND VIII, L.P.
By: ARCH Venture Partners VIII, L.P.
its General Partner
By: ARCH Venture Partners VIII, LLC
its General Partner
By: *
Keith Crandell
Managing Director
ARCH VENTURE PARTNERS VIII, L.P.
By: ARCH Venture Partners VIII, LLC
its General Partner
By: *
Keith Crandell
Managing Director
ARCH VENTURE PARTNERS VIII, LLC
By: *
Keith Crandell
Managing Director
*
Keith Crandell
*
Robert Nelsen
*
Clinton Bybee
* By: /s/ Mark McDonnell
Mark McDonnell as
Attorney-in-Fact
* This Amendment No. 2 to Schedule 13G was executed by Mark McDonnell pursuant to Powers of Attorney filed as Exhibit 2.0 to Amendment No. 1 to Schedule 13G for Scholar Rock Holding Corporation filed with the Securities Exchange Commission on February 13, 2020, and incorporated herein in its entirety by reference.
CUSIP No. 80706P103 |
13G | Page 5 of 5 Pages |
Exhibit 1
AGREEMENT
Pursuant to Rule 13d-1-(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of stock of Scholar Rock Holding Corporation.
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.
Dated: February 14, 2024
ARCH VENTURE FUND VIII, L.P.
By: ARCH Venture Partners VIII, L.P.
its General Partner
By: ARCH Venture Partners VIII, LLC
its General Partner
By: *
Keith Crandell
Managing Director
ARCH VENTURE PARTNERS VIII, L.P.
By: ARCH Venture Partners VIII, LLC
its General Partner
By: *
Keith Crandell
Managing Director
ARCH VENTURE PARTNERS VIII, LLC
By: *
Keith Crandell
Managing Director
*
Keith Crandell
*
Robert Nelsen
*
Clinton Bybee
* By: /s/ Mark McDonnell
Mark McDonnell as
Attorney-in-Fact
* This Amendment No. 2 to Schedule 13G was executed by Mark McDonnell pursuant to Powers of Attorney filed as Exhibit 2.0 to Amendment No. 1 to Schedule 13G for Scholar Rock Holding Corporation filed with the Securities Exchange Commission on February 13, 2020, and incorporated herein in its entirety by reference.