Burow Kristina Form 3 Scholar Rock Holding / Kristina Burow ownership change

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^*

Burow Kristina

(Last) (First) (Middle)

8755 WEST HIGGINS ROAD, SUITE 1025

(Street)

CHICAGO IL 60631

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/23/2018

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

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

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

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)

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
Series A-2 Preferred	(1)	(1)	Common Stock	437,859	(1)	I	By ARCH Venture Fund VIII, L.P.(2)(3)
Series A-3 Preferred	(1)	(1)	Common Stock	634,579	(1)	I	By ARCH Venture Fund VIII, L.P.(2)(3)
Series A-4 Preferred	(1)	(1)	Common Stock	551,807	(1)	I	By ARCH Venture Fund VIII, L.P.(2)(3)
Series B Preferred	(1)	(1)	Common Stock	719,559	(1)	I	By ARCH Venture Fund VIII, L.P.(2)(3)
Series C Preferred	(1)	(1)	Common Stock	293,813	(1)	I	By ARCH Venture Fund VIII, L.P.(2)(3)

Explanation of Responses:

1. Each share of Preferred Stock is convertible on a 2.8548-for-1 basis into Common Stock at any time at the election of ARCH Venture Fund VIII, L.P. ("ARCH Fund VIII") and will automatically convert upon the closing of the Issuer's initial public offering into the number of shares of the Issuer's Common Stock shown in column 3 without payment or further consideration.

2. The reportable securities are owned directly by 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.

3. The 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 at 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.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Junlin Ho, Attorney-in-Fact for Kristina Burow	05/23/2018
	** 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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