Amir Nashat - 09 May 2024 Form 4 Insider Report for Scholar Rock Holding Corp (SRRK)

Footnote F1

Represents a distribution, and not a purchase or sale, without additional consideration by Polaris Venture Partners VI, L.P. ("PVP VI") to its partners.

Footnote F2

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,

Footnote F3

(Continued from footnote 2) except to the extent of their respective pecuniary interests therein.

Footnote F4

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.

Footnote F5

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.

Footnote F6

Represents a distribution, and not a purchase or sale, without additional consideration by PVM VI to its members.

Footnote F7

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.

Footnote F8

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.

Footnote F9

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.

Footnote F10

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.

Footnote F11

The reportable securities are owned by North Star Profit Sharing Trust for the benefit of the Reporting Person.

Footnote F12

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.