| Item 1. | |
| (a) | Name of issuer:
Scholar Rock Holding Corporation |
| (b) | Address of issuer's principal executive offices:
301 Binney Street, 3rd Floor, Cambridge, MA 02142 |
| Item 2. | |
| (a) | Name of person filing:
See Item 2(c) below |
| (b) | Address or principal business office or, if none, residence:
See Item 2(c) below |
| (c) | Citizenship:
(i) Invus Public Equities, L.P. ("Invus Public Equities")
750 Lexington Avenue, 30th Floor, New York, NY 10022
Citizenship: Bermuda limited partnership
(ii) Invus Public Equities Advisors, LLC ("Invus PE Advisors")
750 Lexington Avenue, 30th Floor, New York, NY 10022
Citizenship: Delaware limited liability company
(iii) Invus Global Management, LLC ("Global Management")
750 Lexington Avenue, 30th Floor, New York, NY 10022
Citizenship: Delaware limited liability company
(iv) Siren, L.L.C. ("Siren")
c/o The Invus Group, LLC, 750 Lexington Avenue, 30th Floor, New York, NY 10022
Citizenship: Delaware limited liability company
(v) Raymond Debbane
750 Lexington Avenue, 30th Floor, New York, NY 10022
Citizenship: Panama
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." |
| (d) | Title of class of securities:
Common Stock, par value $0.001 per share |
| (e) | CUSIP No.:
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);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
|
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
|
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
As of December 31, 2024, Invus Public Equities directly held 9,250,005 shares of Common Stock, par value $0.001 per share (the "Shares") and warrants to purchase up to 1,575,008 Shares, with an exercise price of $7.35 per Share and expiration of December 31, 2025 (the "Warrants"). Invus PE Advisors, as the general partner of Invus Public Equities, controls Invus Public Equities and, accordingly, may be deemed to beneficially own the Shares directly held by Invus Public Equities. Global Management, as the managing member of Invus PE Advisors, controls Invus PE Advisors and, accordingly, may be deemed to beneficially own the Shares that Invus PE Advisors may be deemed to beneficially own. Siren, as the managing member of Global Management, controls Global Management and, accordingly, may be deemed to beneficially own the Shares that Global Management may be deemed to beneficially own. Mr. Raymond Debbane, as the managing member of Siren, controls Siren and, accordingly, may be deemed to beneficially own the Shares that Siren may be deemed to beneficially own.
As of December 31, 2024, each of the Reporting Persons may be deemed to be the beneficial owner of the Shares listed on such Reporting Person's cover page. Calculations of the percentage of Shares beneficially owned are based on (i) 93,614,951 Shares outstanding as of November 7, 2024 as reported in the Quarterly Report on Form 10-Q filed by Scholar Rock Holding Corporation with the Securities and Exchange Commission on November 11, 2024, plus (ii) 1,575,008 Shares issuable upon exercise of the Warrants. |
| (b) | Percent of class:
See each cover page hereof. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
See each cover page hereof.
|
| | (ii) Shared power to vote or to direct the vote:
See each cover page hereof.
|
| | (iii) Sole power to dispose or to direct the disposition of:
See each cover page hereof.
|
| | (iv) Shared power to dispose or to direct the disposition of:
See each cover page hereof.
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
| |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
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Rule 13d-1(c)