Scholar Rock Holding (SRRK) Form 4 Scholar Rock Holding / TIMOTHY A SPRINGER 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^*

SPRINGER TIMOTHY A

(Last) (First) (Middle)

C/O SCHOLAR ROCK HOLDING CORPORATION

620 MEMORIAL DRIVE, 2ND FLOOR

(Street)

CAMBRIDGE MA 02139

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
05/29/2018

4. 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 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	05/29/2018		C		350,287	A	(1)	1,138,433	D
Common Stock	05/29/2018		C		522,556	A	(1)	1,660,989	D
Common Stock	05/29/2018		C		507,662	A	(1)	2,168,651	D
Common Stock	05/29/2018		C		733,808	A	(1)	2,902,459	D
Common Stock	05/29/2018		C		299,632	A	(1)	3,202,091	D
Common Stock	05/29/2018		P		71,428	A	$14	3,273,519	D
Common Stock	05/29/2018		C		275,903	A	(1)	275,903	I	By TAS Partners, LLC(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
Series A-1 Preferred	(1)	05/29/2018		C			1,000,000	(1)	(1)	Common Stock	350,287	(1)	0	D
Series A-2 Preferred	(1)	05/29/2018		C			1,491,792	(1)	(1)	Common Stock	522,556	(1)	0	D
Series A-3 Preferred	(1)	05/29/2018		C			1,449,275	(1)	(1)	Common Stock	507,662	(1)	0	D
Series B Preferred	(1)	05/29/2018		C			2,094,875	(1)	(1)	Common Stock	733,808	(1)	0	D
Series C Preferred	(1)	05/29/2018		C			855,391	(1)	(1)	Common Stock	299,632	(1)	0	D
Series A-4 Preferred	(1)	05/29/2018		C			787,649	(1)	(1)	Common Stock	275,903	(1)	0	I	By TAS Partners, LLC(2)

Explanation of Responses:

1. Each share of Preferred Stock automatically converted into Common Stock, for no payment or additional 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.

2. Timothy Springer is the Managing Member of TAS Partners, LLC.

	/s/ Junlin Ho, Attorney-in-Fact for Timothy Springer	05/31/2018
	** 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 4 (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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