SEC Form 4 · accession 0001104659-18-037319

Scholar Rock Holding Corp · SRRK

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owners

Polaris Venture Partners VI, L.P.

10% Owner

Polaris Venture Partners Founders' Fund VI, L.P.

10% Owner

Polaris Venture Management Co. VI, L.L.C.

10% Owner

Period of report

May 29, 2018

Accepted (ET)

May 31, 2018 · 9:43 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001727196

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2,F3	May 29, 2018	C	330,948	—	A	330,948	I	See Footnotes
Common Stock^F1,F4	May 29, 2018	C	19,340	—	A	19,340	I	See Footnote
Common Stock^F1,F2,F3	May 29, 2018	C	493,705	—	A	824,653	I	See Footnotes
Common Stock^F1,F4	May 29, 2018	C	28,851	—	A	48,191	I	See Footnote
Common Stock^F1,F2,F3	May 29, 2018	C	479,634	—	A	1,304,287	I	See Footnotes
Common Stock^F1,F4	May 29, 2018	C	28,028	—	A	76,219	I	See Footnote
Common Stock^F1,F2,F3	May 29, 2018	C	260,670	—	A	1,564,957	I	See Footnotes
Common Stock^F1,F4	May 29, 2018	C	15,233	—	A	91,452	I	See Footnote
Common Stock^F1,F2,F3	May 29, 2018	C	693,294	—	A	2,258,251	I	See Footnotes
Common Stock^F1,F4	May 29, 2018	C	40,514	—	A	131,966	I	See Footnote
Common Stock^F1,F2,F3	May 29, 2018	C	283,090	—	A	2,541,341	I	See Footnotes
Common Stock^F1,F4	May 29, 2018	C	16,542	—	A	148,508	I	See Footnote
Common Stock^F2,F3	May 29, 2018	P	134,970	$14.00	A	2,676,311	I	See Footnotes
Common Stock^F4	May 29, 2018	P	7,887	$14.00	A	156,395	I	See Footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Series A-1 Preferred Stock^F1,F2,F3	—	May 29, 2018	C	944,789	D	—	—	Common Stock	330,948	I
Series A-1 Preferred Stock^F1,F4	—	May 29, 2018	C	55,211	D	—	—	Common Stock	19,340	I
Series A-2 Preferred Stock^F1,F2,F3	—	May 29, 2018	C	1,409,429	D	—	—	Common Stock	493,705	I
Series A-2 Preferred Stock^F1,F4	—	May 29, 2018	C	82,363	D	—	—	Common Stock	28,851	I
Series A-3 Preferred Stock^F1,F2,F3	—	May 29, 2018	C	1,369,259	D	—	—	Common Stock	479,634	I
Series A-3 Preferred Stock^F1,F4	—	May 29, 2018	C	80,016	D	—	—	Common Stock	28,028	I
Series A-4 Preferred Stock^F1,F2,F3	—	May 29, 2018	C	744,162	D	—	—	Common Stock	260,670	I
Series A-4 Preferred Stock^F1,F4	—	May 29, 2018	C	43,487	D	—	—	Common Stock	15,233	I
Series B Preferred Stock^F1,F2,F3	—	May 29, 2018	C	1,979,216	D	—	—	Common Stock	693,294	I
Series B Preferred Stock^F1,F4	—	May 29, 2018	C	115,659	D	—	—	Common Stock	40,514	I
Series C Preferred Stock^F1,F2,F3	—	May 29, 2018	C	808,166	D	—	—	Common Stock	283,090	I
Series C Preferred Stock^F1,F4	—	May 29, 2018	C	47,225	D	—	—	Common Stock	16,542	I

Explanation of responses

F1Each share of Preferred Stock automatically converted into Common Stock, for no additional payment or consideration, on a 2.8548-for-1 basis upon the closing of the Issuer's initial public offering on May 29, 2018 and had no expiration date.
F2The 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.
F3Each 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.
F4The 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.