SEC FORM 3

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^*

Ho Junlin

(Last)

(First)

(Middle)

301 BINNEY STREET

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/15/2021

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

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

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

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)
Common Stock	11,550⁽¹⁾	D
Common Stock	27,083⁽²⁾	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Option (Right to Buy)	⁽³⁾	04/03/2028	Common Stock	42,974	$7.17	D
Stock Option (Right to Buy)	⁽⁴⁾	05/23/2028	Common Stock	7,005	$14	D
Stock Option (Right to Buy)	⁽⁵⁾	01/31/2029	Common Stock	10,125	$15.11	D
Stock Option (Right to Buy)	⁽⁶⁾	02/06/2030	Common Stock	36,550	$13.52	D
Stock Option (Right to Buy)	⁽⁷⁾	03/23/2030	Common Stock	9,400	$14.75	D
Stock Option (Right to Buy)	⁽⁸⁾	02/01/2031	Common Stock	38,500	$58.93	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents the contingent right to receive, upon vesting of the RSU, one share of the Issuer's common stock. The shares subject to this RSU award will vest and become exercisable annually over four years, subject to a continued service relationship with theIssuer on such vesting date.

2. Options exercised and held as common stock.

3. 13,136 shares remain unvested under this stock option with one-third vesting quarterly on September 5, 2021, December 5, 2021 and March 5, 2022.

4. This option vests quarterly over four (4) years, with the first quarterly amount vesting on August 29, 2018.

5. 7,875 shares remain unvested under this stock option with one-seventh vesting quarterly on June 30, 2021, September 30, 2021, December 31, 2021, March 31, 2022, June 30, 2022, September 30, 2022, and December 31, 2022.

6. This option vests quarterly over four (4) years, with the first quarterly amount vesting on April 1, 2020.

7. This option vests quarterly over four (4) years, with the first quarterly amount vesting on May 1, 2020.

8. This option vests quarterly over four (4) years, with the first quarterly amount vesting on April 1, 2021.

	/s/ Junlin Ho	06/25/2021
	** 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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