SCHEDULE 13G/A: Redmile Group and Jeremy C. Green Disclose 9.9% Stake in Scholar Rock Holding Corporation

Redmile Group, LLC, along with its principal Jeremy C. Green and RedCo II Master Fund, L.P., has disclosed a significant beneficial ownership stake of 9.9% in Scholar Rock Holding Corporation, primarily through common stock and warrants, subject to a beneficial ownership limitation.

Summary

• Redmile Group, LLC, Jeremy C. Green, and RedCo II Master Fund, L.P. have filed an Amendment No. 9 to Schedule 13G regarding their beneficial ownership in Scholar Rock Holding Corporation.
• Redmile Group, LLC and Jeremy C. Green each beneficially own 9,885,124 shares of Common Stock, representing 9.9% of the class.
• RedCo II Master Fund, L.P. beneficially owns 6,794,658 shares of Common Stock, representing 6.9% of the class.
• The beneficial ownership for Redmile Group and Jeremy C. Green is comprised of 4,549,881 shares of Common Stock owned by certain private investment vehicles managed by Redmile Group, LLC (the 'Redmile Funds'), including RedCo II Master Fund, L.P.
• Additionally, 9,355,102 shares of Common Stock are issuable upon exercise of certain Warrants to Purchase Common Stock (the 'Warrants').
• A 'Beneficial Ownership Blocker' limits the exercise of warrants such that a holder cannot exceed 9.99% beneficial ownership of the outstanding Common Stock.
• The reported 9,885,124 shares for Redmile Group and Jeremy C. Green represent 9.99% of the outstanding shares, calculated based on 93,614,951 shares outstanding as of November 7, 2024, plus 5,335,243 shares issuable upon warrant exercise (the maximum due to the limitation).
• RedCo II's beneficial ownership includes 1,459,415 shares of Common Stock and 5,335,243 shares issuable from warrants directly held by RedCo II, subject to the same Beneficial Ownership Blocker.
• Redmile Group, LLC and Jeremy C. Green disclaim beneficial ownership of these shares, except to the extent of their pecuniary interest.

Sentiment

Score: 5

Explanation: The document is a factual disclosure of beneficial ownership and does not contain information that would indicate a positive or negative sentiment regarding the company's performance or prospects. It is a neutral regulatory filing.

Risks

• The 'Beneficial Ownership Blocker' limits the ability of the reporting persons to fully exercise their warrants if it would result in their beneficial ownership exceeding 9.99% of the outstanding Common Stock. This limitation can be changed by the holder upon 61 days' notice to the Issuer.

Future Outlook

NA

Industry Context

This filing indicates a significant passive investment by a specialized healthcare investment fund in a biotechnology company, which is common for funds focusing on the life sciences sector. The beneficial ownership limitation is a standard mechanism to avoid triggering certain regulatory thresholds.

Stakeholder Impact

• Shareholders: Provides transparency regarding significant ownership stakes by institutional investors, which can influence market perception and trading activity.
• Company Management: Awareness of large shareholder positions and their potential influence on corporate governance, although this filing states the shares are not held for control purposes.

Key Dates

Keywords

Scholar Rock Holding Corporation, Redmile Group, Jeremy C. Green, RedCo II Master Fund, Beneficial Ownership, Schedule 13G, Common Stock, Warrants, Investment Fund, Biotechnology, Pharmaceutical