Sec Form 3 Filing - Ho Junlin @ Scholar Rock Holding Corp - 2021-06-15

FORM 3 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 Ho Junlin 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 _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) General Counsel (Last) (First) (Middle) 301 BINNEY STREET 3. Date of Earliest Transaction (MM/DD/YY) 06/15/2021 (Street) CAMBRIDGE, MA02142 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 11,550 ( 1 ) D Common Stock 27,083 ( 2 ) D

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 Stock Option (Right to Buy) $ 7.17 ( 3 ) 04/03/2028 Common Stock 42,974 D Stock Option (Right to Buy) $ 14 ( 4 ) 05/23/2028 Common Stock 7,005 D Stock Option (Right to Buy) $ 15.11 ( 5 ) 01/31/2029 Common Stock 10,125 D Stock Option (Right to Buy) $ 13.52 ( 6 ) 02/06/2030 Common Stock 36,550 D Stock Option (Right to Buy) $ 14.75 ( 7 ) 03/23/2030 Common Stock 9,400 D Stock Option (Right to Buy) $ 58.93 ( 8 ) 02/01/2031 Common Stock 38,500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ho Junlin 301 BINNEY STREET CAMBRIDGE, MA02142 General Counsel Signatures /s/ Junlin Ho 06/25/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit ("RSU") represents the contingent right to receive, upon vesting of the RSU, one share of the Issuer's common stock. The shares subject to this RSU award will vest and become exercisable annually over four years, subject to a continued service relationship with theIssuer on such vesting date. ( 2 )Options exercised and held as common stock. ( 3 )13,136 shares remain unvested under this stock option with one-third vesting quarterly on September 5, 2021, December 5, 2021 and March 5, 2022. ( 4 )This option vests quarterly over four (4) years, with the first quarterly amount vesting on August 29, 2018. ( 5 )7,875 shares remain unvested under this stock option with one-seventh vesting quarterly on June 30, 2021, September 30, 2021, December 31, 2021, March 31, 2022, June 30, 2022, September 30, 2022, and December 31, 2022. ( 6 )This option vests quarterly over four (4) years, with the first quarterly amount vesting on April 1, 2020. ( 7 )This option vests quarterly over four (4) years, with the first quarterly amount vesting on May 1, 2020. ( 8 )This option vests quarterly over four (4) years, with the first quarterly amount vesting on April 1, 2021.

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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