Ownership Submission

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 OF SECURITIES

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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Nashat Amir

2. Issuer Name and Ticker or Trading Symbol
Scholar Rock Holding Corp [SRRK]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O POLARIS PARTNERS, ONE MARINA PARK DRIVE, 8TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
05/09/2024

(Street)

BOSTON, MA 02210

4. If Amendment, Date Original Filed (Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/09/2024		J⁽¹⁾		472,394	D	$ 0	1,650,953	I	See Footnote ⁽²⁾ ⁽³⁾
Common Stock	05/09/2024		J⁽⁴⁾		98,257	A	$ 0	98,257	I	See Footnote ⁽⁵⁾
Common Stock	05/09/2024		J⁽⁶⁾		98,257	D	$ 0	0	I	See Footnote ⁽⁵⁾
Common Stock	05/09/2024		J⁽⁷⁾		13,096	A	$ 0	38,602	D
Common Stock	05/09/2024		J⁽⁸⁾		27,606	D	$ 0	96,474	I	See Footnote ⁽⁹⁾
Common Stock	05/09/2024		J⁽¹⁰⁾		322	A	$ 0	1,469	I	See Footnote ⁽¹¹⁾
Common Stock	05/09/2024		J⁽¹²⁾		276	A	$ 0	276	I	See Footnote ⁽⁵⁾
Common Stock	05/09/2024		J⁽⁶⁾		276	D	$ 0	0	I	See Footnote ⁽⁵⁾
Common Stock	05/09/2024		J⁽⁷⁾		37	A	$ 0	38,639	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Nashat Amir C/O POLARIS PARTNERS ONE MARINA PARK DRIVE, 8TH FLOOR BOSTON, MA 02210	X

Signatures

/s/ Lauren Crockett, Attorney-in-Fact for Amir Nashat		05/13/2024
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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).
(1)	Represents a distribution, and not a purchase or sale, without additional consideration by Polaris Venture Partners VI, L.P. ("PVP VI") to its partners.
(2)	The reportable securities are owned directly by PVP VI. Polaris Venture Management Co. VI, L.L.C. ("PVM VI") is the general partner of PVP VI and PVM VI is managed by its managing members, one of whom is the Reporting Person and a member of the Issuer's Board of Directors (collectively, the "Managing Members"). PVM VI may be deemed to have sole voting, investment and dispositive power with respect to the shares held by PVP VI and each of the Reporting Person and the other Managing Members may be deemed to have shared voting, investment and dispositive power with respect to the shares held by PVP VI. Each of the Reporting Person, PVM VI and the other Managing Members disclaims beneficial ownership of these securities and this report shall not be deemed an admission that the Reporting Person, PVM VI or any of the other Managing Members is a beneficial owner of such securities for purposes of Section 16 or for any other purpose,
(3)	(Continued from footnote 2) except to the extent of their respective pecuniary interests therein.
(4)	Represents a change in the form of ownership of PVM VI by virtue of the receipt of shares in the in-kind distribution of common stock of the Issuer for no consideration by PVP VI.
(5)	The reportable securities are owned directly by PVM VI. PVM VI is the general partner of PVP VI and PVM VI is managed by the Managing Members. The Managing Members, one of whom is the Reporting Person and a member of the Issuer's Board of Directors, may be deemed to have shared voting, investment and dispositive power with respect to the shares held by PVM VI. Each of the Reporting Person and the other Managing Members disclaim beneficial ownership of these securities and this report shall not be deemed an admission that the Reporting Person or any of the other Managing Members is a beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.
(6)	Represents a distribution, and not a purchase or sale, without additional consideration by PVM VI to its members.
(7)	Represents a change in the form of ownership of the Reporting Person by virtue of the receipt of shares as a result of the in-kind distribution of common stock of the Issuer for no consideration by PVM VI.
(8)	Represents a distribution, and not a purchase or sale, without additional consideration by Polaris Venture Partners Founders' Fund VI, L.P. ("PVPFF VI") to its partners.
(9)	The reportable securities are owned directly by PVPFF VI. PVM VI is the general partner of PVPFF VI. PVM VI may be deemed to have sole voting, investment and dispositive power with respect to the shares held by PVPFF VI and each of the Reporting Person and the other Managing Members may be deemed to have shared voting, investment and dispositive power with respect to the shares held by PVPFF VI. Each of the Reporting Person, PVM VI and the other Managing Members disclaims beneficial ownership of these securities and this report shall not be deemed an admission that the Reporting Person, PVM VI or any of the other Managing Members is a beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.
(10)	Represents a change in the form of ownership of the Reporting Person by virtue of the receipt of shares as a result of the in-kind distribution of common stock of the Issuer for no consideration by PVPFF VI.
(11)	The reportable securities are owned by North Star Profit Sharing Trust for the benefit of the Reporting Person.
(12)	Represents a change in the form of ownership of PVM VI by virtue of the receipt of shares as a result of the in-kind distribution of common stock of the Issuer for no consideration by PVPFF VI.

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