Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
* The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No. 80706P103
1
|
Name of Reporting Person
Redmile Group, LLC
|
2
|
Check the Appropriate
Box if a Member of a Group (See Instructions)
(a) ¨
(b) ¨
|
3
|
SEC Use Only
|
4
|
Citizenship or Place
of Organization
Delaware
|
number
of
shares
beneficially
owned by
each
reporting
person with
|
5
|
Sole Voting Power
0
|
6
|
Shared Voting Power
3,412,009 (1)
|
7
|
Sole
Dispositive Power
0
|
8
|
Shared Dispositive Power
3,412,009 (1)
|
9
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
3,412,009 (1)
|
10
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11
|
Percent of Class Represented
by Amount in Row (9)
9.9%(2)
|
12
|
Type of Reporting Person
(See Instructions)
IA, OO
|
|
|
|
|
(1) Redmile Group, LLC’s beneficial ownership
of the Issuer’s common stock (“Common Stock”) is comprised of 2,896,589 shares of Common Stock owned by certain
private investment vehicles and/or separately managed accounts managed by Redmile Group, LLC, which shares of Common Stock may
be deemed beneficially owned by Redmile Group, LLC as investment manager of such private investment vehicles and/or separately
managed accounts. The reported securities may also be deemed beneficially owned by Jeremy C. Green as the principal of Redmile
Group, LLC. Redmile Group, LLC and Mr. Green each disclaim beneficial ownership of these shares, except to the extent of its or
his pecuniary interest in such shares, if any. Subject to the Beneficial Ownership Blocker (as defined below), Redmile Group,
LLC may also be deemed to beneficially own 2,179,487 shares of Common Stock issuable upon exercise of certain Warrants to Purchase
Common Stock (the “Warrants”). Pursuant to the terms of the Warrants, the Issuer may not effect any exercise of any
Warrant, and a holder of a Warrant does not have the right to exercise any portion of the Warrant held by such holder, to the
extent that, after giving effect to the attempted exercise set forth in a notice of exercise, such holder, together with such
holder’s affiliates and any other person whose beneficial ownership of Common Stock would be aggregated with such holder’s
for the purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the
applicable regulations of the Securities and Exchange Commission (the “SEC”), including any “group” of
which such holder is a member, would beneficially own a number of shares of Common Stock in excess of the Beneficial Ownership
Limitation (the “Beneficial Ownership Blocker”). The “Beneficial Ownership Limitation” is 9.99% of the
shares of Common Stock then issued and outstanding, which percentage may be changed at a holder’s election upon 61 days’
notice to the Issuer. The 3,412,009 shares of Common Stock reported as beneficially owned by Redmile Group, LLC in this Schedule
13G represents 9.99% of the outstanding shares of Common Stock (calculated in accordance with footnote (2) below).
(2) Percentage based on (i) 33,638,829 shares of
Common Stock outstanding as of November 4, 2020, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 2020 filed with the Securities and Exchange Commission on November 9, 2020 (the “Form 10-Q”)
plus (ii) 515,420 shares of Common Stock issuable upon exercise of certain of the Warrants, which due to the Beneficial Ownership
Limitation is the maximum number of shares that could be issued upon exercise of the Warrants as of November 4, 2020.
CUSIP No. 80706P103
1
|
Name of Reporting Person
Jeremy C. Green
|
2
|
Check the Appropriate
Box if a Member of a Group (See Instructions)
(a) ¨
(b) ¨
|
3
|
SEC Use Only
|
4
|
Citizenship or Place
of Organization
United Kingdom
|
number
of
shares
beneficially
owned by
each
reporting
person with
|
5
|
Sole Voting Power
0
|
6
|
Shared Voting Power
3,412,009 (3)
|
7
|
Sole
Dispositive Power
0
|
8
|
Shared Dispositive Power
3,412,009 (3)
|
9
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
3,412,009 (3)
|
10
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11
|
Percent of Class Represented
by Amount in Row (9)
9.9%(4)
|
12
|
Type of Reporting Person
(See Instructions)
IN, HC
|
|
|
|
|
(3)
Jeremy C. Green’s beneficial ownership of Common Stock is comprised of 2,896,589 shares of Common Stock owned by certain
private investment vehicles and/or separately managed accounts managed by Redmile Group, LLC, which shares of Common Stock may
be deemed beneficially owned by Redmile Group, LLC as investment manager of such private investment vehicles and/or separately
managed accounts. The reported securities may also be deemed beneficially owned by Jeremy C. Green as the principal of Redmile
Group, LLC. Redmile Group, LLC and Mr. Green each disclaim beneficial ownership of these shares, except to the extent of its or
his pecuniary interest in such shares, if any. Subject to the Beneficial Ownership Blocker, Mr. Green may also be deemed to beneficially
own 2,179,487 shares of Common Stock issuable upon exercise of the Warrants. Pursuant to the terms of the Warrants, the Issuer
may not effect any exercise of any Warrant, and a holder of a Warrant does not have the right to exercise any portion of the Warrant
held by such holder, if the Beneficial Ownership Blocker applies. The 3,412,009 shares of Common Stock reported as beneficially
owned by Redmile Group, LLC in this Schedule 13G represents 9.99% of the outstanding shares of Common Stock (calculated in accordance
with footnote (4) below).
(4)
Percentage based on (i) 33,638,829 shares of Common Stock outstanding as of November 4, 2020, as reported by the Issuer in the
Form 10-Q and (ii) 515,420 shares of Common Stock issuable upon exercise of certain of the Warrants, which due to the Beneficial
Ownership Limitation is the maximum number of shares that could be issued upon exercise of the Warrants as of November 4, 2020.
CUSIP No. 80706P103
1
|
Name of Reporting Person
Redmile Capital Offshore Master Fund, Ltd.
|
2
|
Check the Appropriate
Box if a Member of a Group (See Instructions)
(a) ¨
(b) ¨
|
3
|
SEC Use Only
|
4
|
Citizenship or Place
of Organization
Cayman Islands
|
number
of
shares
beneficially
owned by
each
reporting
person with
|
5
|
Sole Voting Power
0
|
6
|
Shared Voting Power
1,894,070(5)
|
7
|
Sole
Dispositive Power
0
|
8
|
Shared Dispositive Power
1,894,070 (5)
|
9
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
1,894,070 (5)
|
10
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11
|
Percent of Class Represented
by Amount in Row (9)
5.6%(6)
|
12
|
Type of Reporting Person
(See Instructions)
CO
|
|
|
|
|
(5)
Redmile Capital Offshore Master Fund, Ltd.’s beneficial ownership of Common Stock is comprised of 1,465,120 shares of Common
Stock and 428,950 shares of common stock issuable upon the exercise of Warrants directly held by Redmile Offshore Master Fund,
Ltd.
(6)
Percentage based on: (i) 33,638,829 shares of Common Stock issued and outstanding as of November 4, 2020, as reported by the Issuer
in the Form 10-Q, plus (ii) 428,950 shares of common stock issuable upon the exercise of Warrants directly held by Redmile Offshore
Master Fund, Ltd. as of November 4, 2020.
Item 1.
(a) Name
of Issuer
Scholar Rock Holding Corporation
(b) Address
of Issuer’s Principal Executive Offices
620 Memorial Drive, 2nd Floor
Cambridge, MA 02139
Item 2.
(a) Names
of Persons Filing
Redmile Group, LLC
Jeremy C. Green
Redmile Capital Offshore Master Fund, Ltd.
(b) Address
of Principal Business office or, if None, Residence
Redmile Group, LLC
One Letterman Drive
Building D, Suite D3-300
The Presidio of San Francisco
San Francisco, California 94129
Jeremy C. Green
c/o Redmile Group, LLC
One Letterman Drive
Building D, Suite D3-300
The Presidio of San Francisco
San Francisco, California 94129
Redmile Capital Offshore Master Fund, Ltd.
c/o Redmile Group, LLC
One Letterman Drive
Building D, Suite D3-300
The Presidio of San Francisco
San Francisco, California 94129
(c) Citizenship
Redmile Group, LLC: Delaware
Jeremy C. Green: United Kingdom
Redmile Capital Offshore Master Fund, Ltd.: Cayman
Islands
(d) Title
of Class of Securities
Common Stock, $0.001 par value
(e) CUSIP
Number
80706P103
|
Item 3.
|
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is
a:
|
|
(a)
|
¨
|
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
|
|
|
|
|
(b)
|
¨
|
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
|
|
|
|
|
(c)
|
¨
|
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
|
|
|
|
|
(d)
|
¨
|
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
|
|
|
|
|
|
(e)
|
¨
|
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
|
|
|
|
|
(f)
|
¨
|
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
|
|
|
|
|
(g)
|
¨
|
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
|
|
|
|
|
|
(h)
|
¨
|
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813);
|
|
|
|
|
|
(i)
|
¨
|
A church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
|
|
|
|
|
(j)
|
¨
|
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
|
|
|
|
|
|
(k)
|
¨
|
Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in
accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: __________
|
(a) Amount
beneficially owned:
Redmile Group, LLC – 3,412,009*
Jeremy C. Green – 3,412,009*
Redmile Capital Offshore Master Fund, Ltd. –
1,894,070***
(b) Percent
of class:
Redmile Group, LLC – 9.9%**
Jeremy C. Green – 9.9%**
Redmile Capital Offshore Master Fund, Ltd. –
5.6%****
(c) Number
of shares as to which Redmile Group, LLC has:
|
(i)
|
Sole power to vote or to direct the vote:
|
|
|
|
|
|
0
|
|
(ii)
|
Shared power to vote or to direct the vote:
|
|
|
|
|
|
3,412,009*
|
|
(iii)
|
Sole power to dispose or to direct the disposition of:
|
|
|
|
|
|
0
|
|
(iv)
|
Shared power to dispose or to direct the disposition of:
|
|
|
|
|
|
3,412,009*
|
Number of shares as to which Jeremy C. Green has:
|
(i)
|
Sole power to vote or to direct the vote:
|
|
|
|
|
|
0
|
|
(ii)
|
Shared power to vote or to direct the vote:
|
|
|
|
|
|
3,412,009*
|
|
(iii)
|
Sole power to dispose or to direct the disposition of:
|
|
|
|
|
|
0
|
|
(iv)
|
Shared power to dispose or to direct the disposition of:
|
|
|
|
|
|
3,412,009*
|
Number of shares as to which Redmile Capital Offshore
Master Fund, Ltd. has:
|
(i)
|
Sole power to vote or to direct the vote:
|
|
|
|
|
|
0
|
|
(ii)
|
Shared power to vote or to direct the vote:
|
|
|
|
|
|
1,894,070***
|
|
(iii)
|
Sole power to dispose or to direct the disposition of:
|
|
|
|
|
|
0
|
|
(iv)
|
Shared power to dispose or to direct the disposition of:
|
|
|
|
|
|
1,894,070***
|
|
*
|
Redmile Group, LLC’s and Jeremy C. Green’s beneficial ownership of Common Stock is
comprised of 2,896,589 shares of Common Stock owned by certain private investment vehicles and/or separately managed accounts managed
by Redmile Group, LLC, which shares of Common Stock may be deemed beneficially owned by Redmile Group, LLC as investment manager
of such private investment vehicles and/or separately managed accounts. The reported securities may also be deemed beneficially
owned by Jeremy C. Green as the principal of Redmile Group, LLC. Redmile Group, LLC and Mr. Green each disclaim beneficial ownership
of these shares, except to the extent of its or his pecuniary interest in such shares, if any. Subject to the Beneficial Ownership
Blocker, Mr. Green may also be deemed to beneficially own 2,179,487 shares of Common Stock issuable upon exercise of the Warrants.
Pursuant to the terms of the Warrants, the Issuer may not effect any exercise of any Warrant, and a holder of a Warrant does not
have the right to exercise any portion of the Warrant held by such holder, if the Beneficial Ownership Blocker applies. The 3,412,009
shares of Common Stock reported as beneficially owned by Redmile Group, LLC in this Schedule 13G represents 9.99% of the outstanding
shares of Common Stock.
|
|
**
|
Percentage based on (i) 33,638,829 shares of Common Stock
outstanding as of November 4, 2020, as reported by the Issuer in the Form 10-Q and (ii) 515,420 shares of Common Stock issuable
upon exercise of certain of the Warrants, which due to the Beneficial Ownership Limitation is the maximum number of shares that
could be issued upon exercise of the Warrants as of November 4, 2020.
|
|
***
|
Redmile Capital Offshore Master Fund, Ltd.’s beneficial
ownership of Common Stock is comprised of 1,465,120 shares of Common Stock and 428,950 shares of common stock issuable upon the
exercise of Warrants directly held by Redmile Offshore Master Fund, Ltd.
|
|
****
|
Percentage based on: (i) 33,638,829 shares of Common
Stock issued and outstanding as of November 4, 2020, as reported by the Issuer in the Form 10-Q, plus (ii) 428,950 shares of common
stock issuable upon the exercise of Warrants directly held by Redmile Offshore Master Fund, Ltd as of November 4, 2020.
|
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than 5 percent of the class of securities, check the following ¨
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
N/A.
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding
Company or Control Person.
|
See the response to Item 4.
|
Item 8.
|
Identification and Classification of Members of the Group.
|
N/A
|
Item 9.
|
Notice of Dissolution of Group.
|
N/A
By signing
below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities
solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 16, 2021
|
Redmile Group, LLC
|
|
|
|
|
By:
|
/s/ Jeremy C. Green
|
|
|
Name: Jeremy C. Green
Title: Managing Member
|
|
Redmile Capital Offshore Master Fund, Ltd.
|
|
|
|
|
By:
|
/s/ Jeremy C. Green
|
|
|
Name: Jeremy C. Green
Title: Authorized Person
|
|
|
/s/ Jeremy C. Green
|
|
|
Jeremy C. Green
|