SC 13G/A: Scholar Rock Holding Corp

AI Summary

SC 13G/A filing by Scholar Rock Holding Corp.

Risk Assessment

Risk Level: low

Key Financial Figures

• $0.001 — ame of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securiti

Filing Documents

• tm245846d16_sc13ga.htm (SC 13G/A) — 109KB
• tm245846d16_ex99-1.htm (EX-99.1) — 7KB
• 0001104659-24-023782.txt ( ) — 117KB

From the Filing

SC 13G/A 1 tm245846d16_sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 7) Scholar Rock Holding Corporation (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 80706P103 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Check the appropriate box to designate the rule pursuant to which this Schedule is filed: Rule 13d-1(b) Rule 13d-1(c) Rule 13d-1(d) * 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 7,706,883 (1) 7 S ole Dispositive Power 0 8 Shared Dispositive Power 7,706,883 (1) 9 Aggregate Amount Beneficially Owned by Each Reporting Person 7,706,883 (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 6,402,505 shares of Common Stock owned by certain private investment vehicles and/or sub-advised accounts managed by Redmile Group, LLC (the “Redmile Funds”), including RedCo II Master Fund, L.P. and Redmile Strategic Trading Sub, Ltd., which shares of Common Stock may be deemed beneficially owned by Redmile Group, LLC as investment manager of the Redmile Funds. 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 12,712,595 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 7,706,883 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) 72,143,258 shares of Common Stock outstanding as of November 2, 2023, as reported by the Issuer in its Form 10-Q for the quarterly period ended September 30, 2023 filed with the Securities and Exchange Commission on November 7, 2023 (the “Form 10-Q”), plus (ii) 1,304,378 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, plus (iii) 3,698,343 shares of Common Stock issued to the Redmile Funds upon exercise of certain additional Warrants dur

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