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^*

Mahanthappa Nagesh K.

(Last)

(First)

(Middle)

301 BINNEY STREET

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/30/2021

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

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Interim CEO and President

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	380,491	I	Mahanthappa - Talland Revocable Trust⁽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)
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)	⁽¹⁾	02/20/2028	Common Stock	52,543	$5.77	D
Stock Option (Right to Buy)	⁽²⁾	05/23/2028	Common Stock	46,030	$14	D
Stock Option (Right to Buy)	⁽³⁾	01/31/2029	Common Stock	57,242	$15.11	D
Stock Options (Right to Buy)	⁽⁴⁾	02/06/2030	Common Stock	123,000	$13.52	D

Explanation of Responses:

1. This option vests in 16 equal quarterly installments commencing with the first quarter following February 13, 2018.

2. This option vests in 16 equal quarterly installments with the first quarterly amount vesting on August 29, 2018.

3. This option vests quarterly over four (4) years, with the first quarterly amount vesting on March 31, 2019.

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

5. These shares are owned directly by Mahanthappa - Talland Revocable Trust, for which the reporting person's spouse, Valentine Talland, and reporting person are trustees. The reporting person disclaims Section 16 beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.

	/s/ Junlin Ho, Attorney-in-Fact for Nagesh K. Manhathappa	08/09/2021
	** 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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