Initial Statement of Beneficial Ownership (3)
22 June 2023 - 9:39AM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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
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Samsara BioCapital GP, LLC |
2. Date of Event Requiring Statement (MM/DD/YYYY)
6/22/2022
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3. Issuer Name and Ticker or Trading Symbol
Scholar Rock Holding Corp [SRRK]
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(Last)
(First)
(Middle)
628 MIDDLEFIELD ROAD |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director ___X___ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Street)
PALO ALTO, CA 94301
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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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 | 4598828 | I | By Samsara BioCapital, L.P. (1) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Warrants to purchase Common Stock | 6/21/2022 | 12/31/2025 | Common Stock | 1064804 (2) | $7.35 | I | By Samsara BioCapital, L.P. (1) |
Explanation of Responses: |
(1) | Shares are held by Samsara BioCapital LP ("Samsara LP"). Samsara BioCapital GP, LLC ("Samsara LLC") is the general partner of Samsara LP and may be deemed to beneficially own the shares held by Samsara LP. Dr. Srinivas Akkaraju, MD, Ph.D. has voting and investment power over the shares held by Samsara LP and, accordingly, may be deemed to beneficially own the shares held by Samsara LP. Samsara LLC disclaims beneficial ownership in these shares except to the extent of its respective pecuniary interest therein. Dr. Akkaraju is a director of Issuer and files separate Section 16 reports. |
(2) | The warrants are exercisable subject to a beneficial ownership blocker provision that prevents the holder from exercising the warrants if such exercise would result in the holder beneficially owning more than 19.99% of the Issuer's Common Stock outstanding immediately following such exercise. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Samsara BioCapital GP, LLC 628 MIDDLEFIELD ROAD PALO ALTO, CA 94301 |
| X |
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Samsara BioCapital, L.P. 628 MIDDLEFIELD ROAD PALO ALTO, CA 94301 |
| X |
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Signatures
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Samsara BioCapital GP, LLC, By /s/ Srinivas Akkaraju, Managing Member | | 6/21/2023 |
**Signature of Reporting Person | Date |
Samsara BioCapital, L.P., By: Samsara BioCapital GP, LLC, its General Partner, By /s/ Srinivas Akkaraju, Managing Member | | 6/21/2023 |
**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 control number. |
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