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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Qatanani Mo

(Last)

(First)

(Middle)

301 BINNEY STREET

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/21/2023

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)
	SVP and Head of Research

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	21,000⁽¹⁾	D
Common Stock	22,500⁽²⁾	D
Common Stock	22,425⁽³⁾	D
Common Stock	5,125⁽⁴⁾	D
Common Stock	33,750⁽⁵⁾	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)	⁽⁶⁾	10/26/2031	Common Stock	70,000	$26.05	D
Stock Option (Right to Buy)	⁽⁷⁾	02/14/2032	Common Stock	22,500	$18.08	D
Stock Option (Right to Buy)	⁽⁸⁾	06/16/2032	Common Stock	22,425	$4.86	D
Stock Option (Right to Buy)	⁽⁹⁾	10/10/2032	Common Stock	5,125	$7.62	D
Stock Option (Right to Buy)	⁽¹⁰⁾	02/13/2033	Common Stock	45,000	$10	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 vest in four annual installments over four years, with the first annual installment vesting on September 15, 2022 and each additional installment to vest annually thereafter; provided the individual continues to have a service relationship with the Company on such vesting date.

2. Each 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 vest in four annual installments over four years, with the first annual installment vesting on January 15, 2023 and each additional installment to vest annually thereafter; provided the individual continues to have a service relationship with the Company on such vesting date.

3. Each 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 vest in three annual installments over three years, with the first annual installment vesting on June 15, 2023 and each additional installment to vest annually thereafter; provided the individual continues to have a service relationship with the Company on such vesting date.

4. Each 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 vest in four annual installments over four years, with the first annual installment vesting on September 15, 2023 and each additional installment to vest annually thereafter; provided the individual continues to have a service relationship with the Company on such vesting date.

5. Each 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 vest in four annual installments over four years, with the first annual installment vesting on February 15, 2024 and each additional installment to vest annually thereafter; provided the individual continues to have a service relationship with the Company on such vesting date.

6. 43,750 shares remain unvested under this stock option. The first vesting event occurred on September 30, 2022 and the remainder will vest in twelve quarterly installments thereafter; provided the reporting person continues to have a service relationship with the Issuer on such vesting date.

7. 15,469 shares remain unvested under this stock option. The first vesting event occurred on April 1, 2022 and the remainder will vest in fifteen quarterly installments thereafter; provided the reporting person continues to have a service relationship with the Issuer on such vesting date.

8. 14,950 shares remain unvested under this stock option. The first vesting event occurred on September 16, 2022 and the remainder will vest in eleven quarterly installments thereafter; provided the reporting person continues to have a service relationship with the Issuer on such vesting date.

9. 4,485 shares remain unvested under this stock option. The first vesting event occurred on January 5, 2023 and the remainder will vest in fifteen quarterly installments thereafter; provided the reporting person continues to have a service relationship with the Issuer on such vesting date.

10. 42,188 shares remain unvested under this stock option. The first vesting event occurred on April 1, 2023 and the remainder will vest in fifteen quarterly installments thereafter; provided the reporting person continues to have a service relationship with the Issuer on such vesting date.

	/s/ Junlin Ho, Attorney-in-Fact for Mo Qatanani	06/22/2023
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.