Invus Public Equities Form 4 Scholar Rock Holding / International S.C.A. Artal ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Invus Public Equities, L.P.

(Last) (First) (Middle)

750 LEXINGTON AVENUE 30TH

FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Scholar Rock Holding Corp [ SRRK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/09/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/09/2023		S		1,094	D	$9.482(3)	9,027,950	D(1)(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Invus Public Equities, L.P.

(Last) (First) (Middle)

750 LEXINGTON AVENUE 30TH

FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Artal International S.C.A.

(Last) (First) (Middle)

VALLEY PARK, 44, RUE DE LA VALLEE

(Street)

LUXEMBOURG N4 L-2661

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Artal International Management S.A.

(Last) (First) (Middle)

VALLEY PARK, 44, RUE DE LA VALLEE

(Street)

LUXEMBOURG N4 L-2661

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Artal Group S.A.

(Last) (First) (Middle)

VALLEY PARK, 44, RUE DE LA VALLEE

(Street)

LUXEMBOURG N4 L-2661

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Westend S.A.

(Last) (First) (Middle)

VALLEY PARK, 44, RUE DE LA VALLEE

(Street)

LUXEMBOURG N4 L-2661

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Stichting Administratiekantoor Westend

(Last) (First) (Middle)

CLAUDE DEBUSSYLAAN 46

(Street)

AMSTERDAM P7 1082 MD

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Wittouck Amaury

(Last) (First) (Middle)

VALLEY PARK, 44, RUE DE LA VALLEE

(Street)

LUXEMBOURG P7 L-2661

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Invus Public Equities Advisors, LLC

(Last) (First) (Middle)

750 LEXINGTON AVENUE 30TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Explanation of Responses:

1. The Common Stock is held directly by Invus Public Equities, L.P. The general partner of Invus Public Equities, L.P. is Invus Public Equities Advisors, LLC. The Geneva branch of Artal International S.C.A. is the managing member of Invus Public Equities Advisors, LLC. The managing partner of Artal International S.C.A. is Artal International Management S.A., which is a wholly owned subsidiary of Artal Group S.A. Westend S.A. is the parent company of Artal Group, S.A., and the majority stockholder of Westend S.A. is Stichting Administratiekantoor Westend ("Stichting").

2. (Continued from Footnote 1) Mr. Amaury Wittouck is the sole member of the board of Stichting. Each of the Reporting Persons, other than Invus Public Equities L.P., disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such reporting person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Exchange Act, each of the reporting persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Exchange Act or for any other purpose.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.45 to $9.485 per share, inclusive. The Reporting Persons undertake to provide to Scholar Rock Holding Corp, any security holder of Scholar Rock Holding Corp, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Remarks:

	Invus Public Equities, L.P., By: Invus Public Equities Advisors, LLC, its General Partner, By: /s/ Raymond Debbane, President	01/11/2023
	Invus Public Equities Advisors, LLC, By: /s/ Raymond Debbane, President	01/11/2023
	Artal International S.C.A., By: Artal International Management S.A., its Managing Partner, By: /s/ Anne Goffard, Managing Director	01/11/2023
	Artal International Management S.A., By: /s/ Anne Goffard, Managing Director	01/11/2023
	Artal Group S.A., By: /s/ Anne Goffard, Authorized Person	01/11/2023
	Westend S.A., By: /s/ Anne Goffard, Managing Director	01/11/2023
	Stichting Administratiekantoor Westend, By: /s/ Amaury Wittouck, Sole Member of the Board	01/11/2023
	/s/ Amaury Wittouck	01/11/2023
	** Signature of Reporting Person	Date
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