Sec Form 4 Filing - Artal International S.C.A. @ Scholar Rock Holding Corp - 2018-05-29

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Artal International S.C.A. 2. Issuer Name and Ticker or Trading Symbol Scholar Rock Holding Corp [ SRRK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) VALLEY PARK, 44, RUE DE LA VALLEE 3. Date of Earliest Transaction (MM/DD/YY) 05/29/2018 (Street) LUXEMBOURG, N4L-2661 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 05/29/2018 C( 1 ) 1,946,040 A 1,946,040 D ( 3 ) ( 5 ) ( 6 ) Common Stock 05/29/2018 P( 2 ) 450,000 A $ 14 450,000 I See Footnote ( 4 ) ( 5 ) ( 6 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Series C Preferred Stock ( 1 ) 05/29/2018 C( 1 ) 5,555,556 ( 1 ) ( 1 ) Common Stock 1,946,040 ( 1 ) 0 D ( 3 ) ( 5 ) ( 6 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Artal International S.C.A. VALLEY PARK 44, RUE DE LA VALLEE LUXEMBOURG, N4L-2661 X Invus Public Equities, L.P. C/O THE INVUS GROUP, LLC 750 LEXINGTON AVENUE, 30TH FLOOR NEW YORK, NY10022 X Invus Public Equities Advisors, LLC C/O THE INVUS GROUP, LLC 750 LEXINGTON AVENUE, 30TH FLOOR NEW YORK, NY10022 X Artal International Management S.A. VALLEY PARK 44, RUE DE LA VALLEE LUXEMBOURG, N4L-2661 X Artal Group S.A. VALLEY PARK 44, RUE DE LA VALLEE LUXEMBOURG, N4L-2661 X Westend S.A. VALLEY PARK 44, RUE DE LA VALLEE LUXEMBOURG, N4L-2661 X Stichting Administratiekantoor Westend IJSSELBURCHT 3 ARNHEM, P7NL-6825 BS X Minne Pascal PLACE STE. GUDULE, 19 BRUXELLES, C9B-1000 X Signatures ARTAL INTERNATIONAL S.C.A. By: ARTAL INTERNATIONAL MANAGEMENT S.A., its managing partner By: /s/ Anne Goffard Name: Anne Goffard Title: Managing Director 05/31/2018 Signature of Reporting Person Date INVUS PUBLIC EQUITIES, L.P. By: Invus Public Equities Advisors, L.L.C., its general partner By: /s/Raymond Debbane Name: Raymond Debbane Title: President 05/31/2018 Signature of Reporting Person Date INVUS PUBLIC EQUITIES ADVISORS, L.L.C. By: /s/Raymond Debbane Name: Raymond Debbane Title: President 05/31/2018 Signature of Reporting Person Date ARTAL INTERNATIONAL MANAGEMENT S.A. By: /s/ Anne Goffard Name: Anne Goffard Title: Managing Director 05/31/2018 Signature of Reporting Person Date ARTAL GROUP S.A. By: /s/ Anne Goffard Name: Anne Goffard Title: Authorized Person 05/31/2018 Signature of Reporting Person Date WESTEND S.A. By: /s/ Pascal Minne Name: Pascal Minne Title: Director 05/31/2018 Signature of Reporting Person Date STICHTING ADMINISTRATIEKANTOOR WESTEND By: /s/ Pascal Minne Name: Pascal Minne Title: Sole Member of the Board 05/31/2018 Signature of Reporting Person Date /s/ Pascal Minne Name: Pascal Minne 05/31/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of Preferred Stock automatically converted into Common Stock, for no additional payment or consideration, on a 2.8548-for-1 basis at the closing of the Issuer's initial public offering on May 29, 2018. ( 2 )The shares reported as purchased on May 29, 2018 were purchased in the Issuer's initial public offering. ( 3 )These securities are directly held by Artal International S.C.A. ( 4 )These securities are directly held by Invus Public Equities, L.P. ( 5 )Mr. Pascal Minne is the sole member of the Board of Stichting Administratiekantoor Westend. Stichting Administratiekantoor Westend is the parent company of Westend S.A. Westend S.A. is the parent company of Artal Group S.A. Artal Group S.A. is the parent company of Artal International Management S.A., which is the managing partner of Artal International S.C.A. Artal International S.C.A. is the managing member of Invus Public Equities Advisors, LLC. Invus Public Equities Advisors, LLC is the general partner of Invus Public Equities, L.P. ( 6 )Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

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 4(b)(v).

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