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*
Artal International S.C.A.

(Last) (First) (Middle)
VALLEY PARK
44, RUE DE LA VALLEE

(Street)
LUXEMBOURG N4 L-2661

(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)
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)
Form filed by One Reporting Person
X 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(1) 1,946,040 A (1) 1,946,040 D(3)(5)(6)
Common Stock 05/29/2018 P(2) 450,000 A $14 450,000 I See Footnote(4)(5)(6)
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 C Preferred Stock (1) 05/29/2018 C(1) 5,555,556 (1) (1) Common Stock 1,946,040 (1) 0 D(3)(5)(6)
1. Name and Address of Reporting Person*
Artal International S.C.A.

(Last) (First) (Middle)
VALLEY PARK
44, RUE DE LA VALLEE

(Street)
LUXEMBOURG N4 L-2661

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Invus Public Equities, L.P.

(Last) (First) (Middle)
C/O THE INVUS GROUP, LLC
750 LEXINGTON AVENUE, 30TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Invus Public Equities Advisors, LLC

(Last) (First) (Middle)
C/O THE INVUS GROUP, LLC
750 LEXINGTON AVENUE, 30TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Artal International Management S.A.

(Last) (First) (Middle)
VALLEY PARK
44, RUE DE LA VALLEE

(Street)
LUXEMBOURG N4 L-2661

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Artal Group S.A.

(Last) (First) (Middle)
VALLEY PARK
44, RUE DE LA VALLEE

(Street)
LUXEMBOURG N4 L-2661

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Westend S.A.

(Last) (First) (Middle)
VALLEY PARK
44, RUE DE LA VALLEE

(Street)
LUXEMBOURG N4 L-2661

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Stichting Administratiekantoor Westend

(Last) (First) (Middle)
IJSSELBURCHT 3

(Street)
ARNHEM P7 NL-6825 BS

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Minne Pascal

(Last) (First) (Middle)
PLACE STE. GUDULE, 19

(Street)
BRUXELLES C9 B-1000

(City) (State) (Zip)
Explanation of Responses:
1. Each share of Preferred Stock automatically converted into Common Stock, for no additional payment or consideration, on a 2.8548-for-1 basis at the closing of the Issuer's initial public offering on May 29, 2018.
2. The shares reported as purchased on May 29, 2018 were purchased in the Issuer's initial public offering.
3. These securities are directly held by Artal International S.C.A.
4. These securities are directly held by Invus Public Equities, L.P.
5. Mr. Pascal Minne is the sole member of the Board of Stichting Administratiekantoor Westend. Stichting Administratiekantoor Westend is the parent company of Westend S.A. Westend S.A. is the parent company of Artal Group S.A. Artal Group S.A. is the parent company of Artal International Management S.A., which is the managing partner of Artal International S.C.A. Artal International S.C.A. is the managing member of Invus Public Equities Advisors, LLC. Invus Public Equities Advisors, LLC is the general partner of Invus Public Equities, L.P.
6. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
ARTAL INTERNATIONAL S.C.A. By: ARTAL INTERNATIONAL MANAGEMENT S.A., its managing partner By: /s/ Anne Goffard Name: Anne Goffard Title: Managing Director 05/31/2018
INVUS PUBLIC EQUITIES, L.P. By: Invus Public Equities Advisors, L.L.C., its general partner By: /s/Raymond Debbane Name: Raymond Debbane Title: President 05/31/2018
INVUS PUBLIC EQUITIES ADVISORS, L.L.C. By: /s/Raymond Debbane Name: Raymond Debbane Title: President 05/31/2018
ARTAL INTERNATIONAL MANAGEMENT S.A. By: /s/ Anne Goffard Name: Anne Goffard Title: Managing Director 05/31/2018
ARTAL GROUP S.A. By: /s/ Anne Goffard Name: Anne Goffard Title: Authorized Person 05/31/2018
WESTEND S.A. By: /s/ Pascal Minne Name: Pascal Minne Title: Director 05/31/2018
STICHTING ADMINISTRATIEKANTOOR WESTEND By: /s/ Pascal Minne Name: Pascal Minne Title: Sole Member of the Board 05/31/2018
/s/ Pascal Minne Name: Pascal Minne 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).
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