SEC Form 4 · accession 0001104659-18-037320
Scholar Rock Holding Corp · SRRK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kristina Burow
Director
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 StockF1,F2,F3 | May 29, 2018 | C | 437,859 | — | A | 437,859 | I | By ARCH Venture Fund VIII, L.P. |
| Common StockF1,F2,F3 | May 29, 2018 | C | 634,579 | — | A | 1,072,438 | I | By ARCH Venture Fund VIII, L.P. |
| Common StockF1,F2,F3 | May 29, 2018 | C | 551,807 | — | A | 1,624,245 | I | By ARCH Venture Fund VIII, L.P. |
| Common StockF1,F2,F3 | May 29, 2018 | C | 719,559 | — | A | 2,343,804 | I | By ARCH Venture Fund VIII, L.P. |
| Common StockF1,F2,F3 | May 29, 2018 | C | 293,813 | — | A | 2,637,617 | I | By ARCH Venture Fund VIII, L.P. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A-2 PreferredF1,F2,F3 | — | May 29, 2018 | C | 1,249,999 | D | — | — | Common Stock | 437,859 | 0 | I |
| Series A-3 PreferredF1,F2,F3 | — | May 29, 2018 | C | 1,811,595 | D | — | — | Common Stock | 634,579 | 0 | I |
| Series A-4 PreferredF1,F2,F3 | — | May 29, 2018 | C | 1,575,299 | D | — | — | Common Stock | 551,807 | 0 | I |
| Series B PreferredF1,F2,F3 | — | May 29, 2018 | C | 2,054,197 | D | — | — | Common Stock | 719,559 | 0 | I |
| Series C PreferredF1,F2,F3 | — | May 29, 2018 | C | 838,780 | D | — | — | Common Stock | 293,813 | 0 | 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 at 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 ARCH Venture Fund VIII, L.P. ("ARCH Fund VIII"). The sole general partner of ARCH Fund VIII is ARCH Venture Partners VIII, L.P. ("ARCH Partners VIII"). ARCH Partners VIII may be deemed to share beneficial ownership over the securities held by ARCH Fund VIII. The sole general partner of ARCH Partners VIII is ARCH Venture Partners VIII, LLC ("ARCH VIII LLC"). ARCH VIII LLC may be deemed to share beneficial ownership over the securities held by ARCH Fund VIII. ARCH Partners VIII and ARCH VIII LLC disclaim beneficial ownership of such securities, except to the extent of any pecuniary interest therein.
- F3The managing directors of ARCH VIII LLC are Keith L. Crandell, Clinton Bybee and Robert Nelsen, and they may be deemed to beneficially own the shares held by ARCH Fund VIII. Messrs. Crandell, Bybee and Nelsen disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein. The Reporting Person is a managing director of ARCH Partners VIII. The Reporting Person owns an interest in ARCH Partners VIII but does not have voting or investment control over the shares held by the fund, and disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.