Statement of Changes in Beneficial Ownership (4)
January 28 2021 - 4:48PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
Carven Gregory John |
2. Issuer Name and Ticker or Trading Symbol
Scholar Rock Holding Corp
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SRRK
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Head of Research |
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(Last)
(First)
(Middle)
301 BINNEY STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/26/2021 |
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(Street)
CAMBRIDGE, MA 02142
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 1/26/2021 | | M(1) | | 5655 | A | $14.00 | 50870 | D | |
| Common Stock | 1/26/2021 | | M(1) | | 5245 | A | $15.11 | 56115 | D | |
| Common Stock | 1/26/2021 | | M(1) | | 20000 | A | $5.77 | 76115 | D | |
| Common Stock | 1/27/2021 | | M(1) | | 6619 | A | $15.11 | 82734 | D | |
| Common Stock | 1/26/2021 | | S(1) | | 4676 | D | $57.9143 (5) | 78058 | D | |
| Common Stock | 1/26/2021 | | S(1) | | 13368 | D | $58.7948 (6) | 64690 | D | |
| Common Stock | 1/26/2021 | | S(1) | | 9249 | D | $59.6927 (7) | 55441 | D | |
| Common Stock | 1/26/2021 | | S(1) | | 8417 | D | $60.6503 (8) | 47024 | D | |
| Common Stock | 1/26/2021 | | S(1) | | 1064 | D | $61.5159 (9) | 45960 | D | |
| Common Stock | 1/27/2021 | | S(1) | | 5400 | D | $55.8666 (10) | 40560 | D | |
| Common Stock | 1/27/2021 | | S(1) | | 12139 | D | $56.7189 (11) | 28421 | D | |
| Common Stock | 1/27/2021 | | S(1) | | 1561 | D | $57.7912 (12) | 26860 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
| Stock Option (Right to Buy) | $14.00 | 1/26/2021 | | M (1) | | | 5655 | (2) | 5/23/2028 | Common Stock | 5655 | $0 | 4399 | D | |
| Stock Option (Right to Buy) | $15.11 | 1/26/2021 | | M (1) | | | 5245 | (3) | 1/31/2029 | Common Stock | 5245 | $0 | 22935 | D | |
| Stock Option (Right to Buy) | $5.77 | 1/26/2021 | | M (1) | | | 20000 | (4) | 2/20/2028 | Common Stock | 20000 | $0 | 20283 | D | |
| Stock Option (Right to Buy) | $15.11 | 1/27/2021 | | M (1) | | | 6619 | (3) | 1/31/2029 | Common Stock | 6619 | $0 | 16316 | D | |
| Explanation of Responses: |
| (1) | This transaction was effected pursuant to a trading plan intended to comply with Rule 10b5-1 of the Securities Exchange Act of 1934. |
| (2) | This option vests quarterly over four (4) years on a quarterly basis through May 29, 2022. |
| (3) | This option vests quarterly over four (4) years on a quarterly basis through December 31, 2022. |
| (4) | This option vests quarterly over four (4) years through February 13, 2022. |
| (5) | The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $57.28 to $58.26. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request. |
| (6) | The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $58.28 to $59.26. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request. |
| (7) | The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $59.26 to $60.25. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request. |
| (8) | The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $60.28 to $61.25. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request. |
| (9) | The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $61.35 to $61.89. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request. |
| (10) | The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $55.30 to $56.29. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request. |
| (11) | The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $56.31 to $57.17. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request. |
| (12) | The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $57.39 to $58.28. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Carven Gregory John
301 BINNEY STREET
CAMBRIDGE, MA 02142 |
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| Head of Research |
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Signatures
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| /s/ Junlin Ho, Attorney-in-Fact for Gregory J. Carven | | 1/28/2021 |
| **Signature of Reporting Person | Date |
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