0001193125-24-030312.txt : 20240209 0001193125-24-030312.hdr.sgml : 20240209 20240209171452 ACCESSION NUMBER: 0001193125-24-030312 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20240209 DATE AS OF CHANGE: 20240209 GROUP MEMBERS: ARTAL GROUP S.A. GROUP MEMBERS: ARTAL INTERNATIONAL MANAGEMENT S.A. GROUP MEMBERS: INVUS PUBLIC EQUITIES ADVISORS, LLC GROUP MEMBERS: INVUS PUBLIC EQUITIES, L.P. GROUP MEMBERS: MR. AMAURY WITTOUCK GROUP MEMBERS: STICHTING ADMINISTRATIEKANTOOR WESTEND GROUP MEMBERS: WESTEND S.A. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Scholar Rock Holding Corp CENTRAL INDEX KEY: 0001727196 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 823750435 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90496 FILM NUMBER: 24616147 BUSINESS ADDRESS: STREET 1: 301 BINNEY STREET STREET 2: 3RD FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 857-259-3860 MAIL ADDRESS: STREET 1: 301 BINNEY STREET STREET 2: 3RD FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Artal International S.C.A. CENTRAL INDEX KEY: 0001218180 ORGANIZATION NAME: IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: VALLEY PARK STREET 2: 44, RUE DE LA VALLEE CITY: LUXEMBOURG STATE: N4 ZIP: L-2661 BUSINESS PHONE: 352224259-1 MAIL ADDRESS: STREET 1: VALLEY PARK STREET 2: 44, RUE DE LA VALLEE CITY: LUXEMBOURG STATE: N4 ZIP: L-2661 FORMER COMPANY: FORMER CONFORMED NAME: ARTAL INTERNATIONAL SCA DATE OF NAME CHANGE: 20110531 FORMER COMPANY: FORMER CONFORMED NAME: ARTAL INTERNATIONAL SA DATE OF NAME CHANGE: 20030210 SC 13G/A 1 d708826dsc13ga.htm SC 13G/A 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 Statement)

 

 

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       13G

 

 1   

 NAMES OF REPORTING PERSONS

 

 Invus Public Equities, L.P.

 2  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☐

 

 3  

 SEC USE ONLY

 

 4  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Bermuda

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5   

 SOLE VOTING POWER

 

 12,834,446

   6  

 SHARED VOTING POWER

 

 0

   7  

 SOLE DISPOSITIVE POWER

 

 12,834,446

   8  

 SHARED DISPOSITIVE POWER

 

 0

 9   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 12,834,446

10  

 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 ☐

11  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 17.4%

12  

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 PN

 

2

CUSIP No. 80706P103       13G

 

 1   

 NAMES OF REPORTING PERSONS

 

 Invus Public Equities Advisors, LLC

 2  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (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

 

 12,834,446

   6  

 SHARED VOTING POWER

 

 0

   7  

 SOLE DISPOSITIVE POWER

 

 12,834,446

   8  

 SHARED DISPOSITIVE POWER

 

 0

 9   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 12,834,446

10  

 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 ☐

11  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 17.4%

12  

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 OO

 

3

CUSIP No. 80706P103       13G

 

 1   

 NAMES OF REPORTING PERSONS

 

 Artal International S.C.A.

 2  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☐

 

 3  

 SEC USE ONLY

 

 4  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Luxembourg

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5   

 SOLE VOTING POWER

 

 12,834,446

   6  

 SHARED VOTING POWER

 

 0

   7  

 SOLE DISPOSITIVE POWER

 

 12,834,446

   8  

 SHARED DISPOSITIVE POWER

 

 0

 9   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 12,834,446

10  

 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 ☐

11  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 17.4%

12  

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 OO

 

4

CUSIP No. 80706P103       13G

 

 1   

 NAMES OF REPORTING PERSONS

 

 Artal International Management S.A.

 2  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☐

 

 3  

 SEC USE ONLY

 

 4  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Luxembourg

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5   

 SOLE VOTING POWER

 

 12,834,446

   6  

 SHARED VOTING POWER

 

 0

   7  

 SOLE DISPOSITIVE POWER

 

 12,834,446

   8  

 SHARED DISPOSITIVE POWER

 

 0

 9   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 12,834,446

10  

 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 ☐

11  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 17.4%

12  

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 OO

 

5

CUSIP No. 80706P103       13G

 

 1   

 NAMES OF REPORTING PERSONS

 

 Artal Group S.A.

 2  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☐

 

 3  

 SEC USE ONLY

 

 4  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Luxembourg

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5   

 SOLE VOTING POWER

 

 12,834,446

   6  

 SHARED VOTING POWER

 

 0

   7  

 SOLE DISPOSITIVE POWER

 

 12,834,446

   8  

 SHARED DISPOSITIVE POWER

 

 0

 9   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 12,834,446

10  

 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 ☐

11  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 17.4%

12  

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 OO

 

6

CUSIP No. 80706P103       13G

 

 1   

 NAMES OF REPORTING PERSONS

 

 Westend S.A.

 2  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☐

 

 3  

 SEC USE ONLY

 

 4  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Luxembourg

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5   

 SOLE VOTING POWER

 

 12,834,446

   6  

 SHARED VOTING POWER

 

 0

   7  

 SOLE DISPOSITIVE POWER

 

 12,834,446

   8  

 SHARED DISPOSITIVE POWER

 

 0

 9   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 12,834,446

10  

 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 ☐

11  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 17.4%

12  

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 OO

 

7

CUSIP No. 80706P103       13G

 

 1   

 NAMES OF REPORTING PERSONS

 

 Stichting Administratiekantoor Westend

 2  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☐

 

 3  

 SEC USE ONLY

 

 4  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 The Netherlands

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5   

 SOLE VOTING POWER

 

 12,834,446

   6  

 SHARED VOTING POWER

 

 0

   7  

 SOLE DISPOSITIVE POWER

 

 12,834,446

   8  

 SHARED DISPOSITIVE POWER

 

 0

 9   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 12,834,446

10  

 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 ☐

11  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 17.4%

12  

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 OO

 

8

CUSIP No. 80706P103       13G

 

 1   

 NAMES OF REPORTING PERSONS

 

 Mr. Amaury Wittouck

 2  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☐

 

 3  

 SEC USE ONLY

 

 4  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Belgium

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5   

 SOLE VOTING POWER

 

 12,834,446

   6  

 SHARED VOTING POWER

 

 0

   7  

 SOLE DISPOSITIVE POWER

 

 12,834,446

   8  

 SHARED DISPOSITIVE POWER

 

 0

 9   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 12,834,446

10  

 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 ☐

11  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 17.4%

12  

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 IN

 

9

Item 1(a).

Name of Issuer:

Scholar Rock Holding Corporation (the “Issuer”)

 

Item 1(b).

Address of Issuer’s Principal Executive Offices:

301 Binney Street, 3rd Floor, Cambridge, MA 02142

 

Item 2(a).

Name of Person Filing:

 

Item 2(b).

Address of Principal Business Office or, if none, Residence:

 

Item 2(c).

Citizenship:

(i) Invus Public Equities, L.P. (“Invus Public Equities”)

750 Lexington Avenue, 30th Floor, New York, NY 10022

Citizenship: Bermuda limited partnership

(ii) Invus Public Equities Advisors, LLC (“Invus PE Advisors”)

750 Lexington Avenue, 30th Floor, New York, NY 10022

Citizenship: Delaware limited liability company

(iii) Artal International S.C.A. (“Artal International”)

Valley Park, 44, Rue de la Vallée, L-2661, Luxembourg

Citizenship: Luxembourg limited partnership

(iv) Artal International Management S.A. (“Artal International Management”)

Valley Park, 44, Rue de la Vallée, L-2661, Luxembourg

Citizenship: Luxembourg société anonyme

(v) Artal Group S.A. (“Artal Group”)

Valley Park, 44, Rue de la Vallée, L-2661, Luxembourg

Citizenship: Luxembourg société anonyme

(vi) Westend S.A. (“Westend”)

Valley Park, 44, Rue de la Vallée, L-2661, Luxembourg

Citizenship: Luxembourg société anonyme

(vii) Stichting Administratiekantoor Westend (the “Stichting”)

Claude Debussylaan, 46, 1082 MD Amsterdam, The Netherlands

Citizenship: Netherlands foundation

(viii) Mr. Amaury Wittouck

Valley Park, 44, Rue de la Vallée, L-2661, Luxembourg

Citizenship: Belgium

The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.”

 

Item 2(d).

Title of Class of Securities:

Common Stock, par value $0.001 per share (the “Shares”)

 

Item 2(e).

CUSIP Number:

80706P103

 

10

Item 3.

If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing Is a(n):

This Item 3 is not applicable.

 

Item 4.

Ownership.

(a) Amount beneficially owned:

As of December 31, 2023, Invus Public Equities directly held 11,259,438 Shares and warrants to purchase up to 1,575,008 Shares, with an exercise price of $7.35 per Share and expiration of December 31, 2025 (the “Warrants”). Invus PE Advisors, as the general partner of Invus Public Equities, controls Invus Public Equities and, accordingly, may be deemed to beneficially own the Shares held by Invus Public Equities. The Geneva branch of Artal International, as the managing member of Invus PE Advisors, controls Invus PE Advisors and, accordingly, may be deemed to beneficially own the Shares that Invus PE Advisors may be deemed to beneficially own. Artal International Management, as the managing partner of Artal International, controls Artal International and, accordingly, may be deemed to beneficially own the Shares that Artal International may be deemed to beneficially own. Artal Group, as the sole stockholder of Artal International Management, controls Artal International Management and, accordingly, may be deemed to beneficially own the Shares that Artal International Management may be deemed to beneficially own. Westend, as the parent company of Artal Group, controls Artal Group and, accordingly, may be deemed to beneficially own the Shares that Artal Group may be deemed to beneficially own. The Stichting, as the majority stockholder of Westend, controls Westend and, accordingly, may be deemed to beneficially own the Shares that Westend may be deemed to beneficially own. Mr. Wittouck, as the sole member of the board of the Stichting, controls the Stichting and, accordingly, may be deemed to beneficially own the Shares that the Stichting may be deemed to beneficially own.

(b) Percent of class:

As of December 31, 2023, each of the Reporting Persons may be deemed to be the beneficial owner of the percentage of Shares listed on such Reporting Person’s cover page. Calculations of the percentage of Shares beneficially owned are based on (i) 72,143,258 Shares outstanding as of November 2, 2023, based on information set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2023, plus (ii) 1,575,008 Shares issuable upon exercise of the Warrants.

(c) Number of shares as to which Invus Public Equities, Invus PE Advisors, Artal International, Artal International Management, Artal Group, Westend, the Stichting and Mr. Wittouck has:

 

  (i)

Sole power to vote or to direct the vote:

12,834,446

 

  (ii)

Shared power to vote or to direct the vote:

0

 

  (iii)

Sole power to dispose or to direct the disposition of:

12,834,446

 

  (iv)

Shared power to dispose or to direct the disposition of:

0

 

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

 

11

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person.

This Item 6 is not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

This Item 7 is not applicable.

 

Item 8.

Identification and Classification of Members of the Group.

This Item 8 is not applicable.

 

Item 9.

Notice of Dissolution of Group.

This Item 9 is not applicable.

 

Item 10.

Certification.

Each of the Reporting Persons hereby makes the following certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

12

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 9, 2024

 

INVUS PUBLIC EQUITIES, L.P.
By:   INVUS PUBLIC EQUITIES ADVISORS, LLC, its general partner
By:   /s/ Raymond Debbane
Name:   Raymond Debbane
Title:   President
INVUS PUBLIC EQUITIES ADVISORS, LLC
By:   /s/ Raymond Debbane
Name:   Raymond Debbane
Title:   President

 

ARTAL INTERNATIONAL S.C.A.
By:   ARTAL INTERNATIONAL MANAGEMENT S.A., its managing partner
By:   /s/ Anne Goffard
Name:   Anne Goffard
Title:   Managing Director
ARTAL INTERNATIONAL MANAGEMENT S.A.
By:   /s/ Anne Goffard
Name:   Anne Goffard
Title:   Managing Director
ARTAL GROUP S.A.
By:   /s/ Anne Goffard
Name:   Anne Goffard
Title:   Authorized Person

 

WESTEND S.A.
By:   /s/ Anne Goffard
Name:   Anne Goffard
Title:   Managing Director

STICHTING ADMINISTRATIEKANTOOR WESTEND
By:   /s/ Amaury Wittouck
Name:   Amaury Wittouck
Title:   Sole Member of the Board
MR. AMAURY WITTOUCK
By:   /s/ Amaury Wittouck