[SCHEDULE 13D/A] Scholar Rock Holding Corp SEC Filing

Rhea-AI Filing Summary

Samsara-affiliated investors increased and reshuffled holdings in Scholar Rock Holding Corp (SRRK). The group—Samsara BioCapital, L.P., its GP entities, Samsara Opportunity Fund and Dr. Srinivas Akkaraju—reports combined beneficial ownership of 6,991,553 shares, representing 7.2 of the outstanding common stock on the filing date. The amendment discloses an internal private sale on 10/03/2025 where Samsara Opportunity Fund bought 276,578 shares from Samsara LP for $37.44 per share ($10,355,080.32 total) and multiple open-market purchases on 10/03/2025 and 10/06/2025 at weighted-average prices between $35.61 and $39.52 per share. The filing confirms voting and dispositive power structures: Samsara GP and Samsara Opportunity GP and Dr. Akkaraju control voting for the partnership-held shares. The disclosure updates prior Schedule 13D filings and attaches a joint filing agreement.

Positive

• Clear disclosure of transactions including a private sale and detailed open-market purchase prices and volumes
• Combined ownership disclosure shows transparent reporting of 6,991,553 shares (representing 7.2)
• Affirmation of governance structure — GPs and Dr. Akkaraju retain voting and dispositive power, reducing ambiguity about control

Negative

• Concentration of voting power remains with GP entities and Dr. Akkaraju despite transfers between affiliated funds
• Use of a short-term loan ($608,000) to fund purchases may signal leverage for near-term buys

Insights

Activist / Investor Relations Analyst

The filing documents a modest but visible ownership increase and internal transfers within the Samsara group.

The group now holds 6,991,553 shares, or 7.2, combining direct holdings, warrants exercisable for 1,064,804 shares and vested options for 110,000 shares (Dr. Akkaraju). The transactions include a private intra-group sale and open-market buys funded by capital contributions and a short-term $608,000 loan.

Key dependencies and near-term items to watch include whether the group plans further open-market accumulation or exercises the RD Warrants; such actions would change dilution and control metrics within a short horizon (weeks to months).

Corporate Governance Specialist

Control lines remain concentrated through the GP entities and Dr. Akkaraju despite partial transfers between affiliated funds.

The filing clarifies that Samsara GP and Samsara Opportunity GP and Dr. Akkaraju retain power to direct voting and disposition of partnership-held shares, preserving centralized voting influence over the 7.2 position. The disclosure explicitly disclaims formation of a new "group" for Schedule 13D purposes while documenting joint filing arrangements.

Material governance implications include potential shareholder engagement driven by a single manager and the possibility of future coordinated actions if warrants are exercised; monitor any further amendments or trading activity over the next months.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

SCHOLAR ROCK HOLDING CORP

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

80706P103

(CUSIP Number)

Abrar Hussain
Samsara BioCapital GP, LLC, 628 Middlefield Road
Palo Alto, CA, 94301
(650) 285-4270

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

10/03/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on 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).

SCHEDULE 13D

CUSIP No. 80706P103

1

Name of reporting person

Samsara BioCapital, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 6,367,614.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,367,614.00

11

Aggregate amount beneficially owned by each reporting person

6,367,614.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.6 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 80706P103

1

Name of reporting person

Samsara BioCapital GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 6,367,614.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,367,614.00

11

Aggregate amount beneficially owned by each reporting person

6,367,614.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.6 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 80706P103

1

Name of reporting person

Samsara Opportunity Fund, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 500,439.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 500,439.00

11

Aggregate amount beneficially owned by each reporting person

500,439.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.5 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 80706P103

1

Name of reporting person

Samsara Opportunity Fund GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 500,439.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 500,439.00

11

Aggregate amount beneficially owned by each reporting person

500,439.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.5 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 80706P103

1

Name of reporting person

Srinivas Akkaraju

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 123,500.00
8	Shared Voting Power 6,868,053.00
9	Sole Dispositive Power 123,500.00
10	Shared Dispositive Power 6,868,053.00

11

Aggregate amount beneficially owned by each reporting person

6,991,553.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.2 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.001 per share
(b)	Name of Issuer: SCHOLAR ROCK HOLDING CORP
(c)	Address of Issuer's Principal Executive Offices: 301 BINNEY STREET, 3RD FLOOR, CAMBRIDGE, MASSACHUSETTS , 02142.
Item 1 Comment: This Amendment No. 3 (this "Amendment No. 3" or this "Schedule 13D/A") amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on February 14, 2023 and amended on October 18, 2023 and October 7, 2024 (the "Statement") by Samsara LP, Samsara GP and Dr. Akkaraju. Unless otherwise defined herein, capitalized terms used in this Amendment No. 3 shall have the meanings ascribed to them in the Statement. Unless amended or supplemented below, the information in the Statement remains unchanged.
Item 2.	Identity and Background
(a)	This Schedule 13D/A is being filed on behalf of Samsara BioCapital, L.P. ("Samsara LP"), Samsara BioCapital GP, LLC ("Samsara GP"), Samsara Opportunity Fund, L.P. ("Samsara Opportunity Fund") Samsara Opportunity Fund GP, LLC ("Samsara Opportunity GP") and Dr. Srinivas Akkaraju ("Dr. Akkaraju"). Samsara LP, Samsara GP, Samsara Opportunity Fund, Samsara Opportunity GP and Dr. Akkaraju are collectively referred to herein as the "Reporting Persons." The agreement among the Reporting Persons to file this Schedule 13D/A jointly in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, (the "Act") is attached hereto as Exhibit 99.1. Each of the Reporting Persons expressly disclaims the existence of a "group" for purposes of this Schedule 13D/A.
(b)	The address of the principal business office of each of the Reporting Persons is 628 Middlefield Road, Palo Alto, CA 94301.
(c)	The principal business of the Reporting Persons is venture capital investments. Dr. Akkaraju serves as the Managing Member of each of Samsara GP, which is the general partner of Samsara LP, and Samsara Opportunity GP, which is the general partner of Samsara Opportunity Fund.
(d)	During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, none of the Reporting Persons was a party to a civil proceeding of a judicial of administrative body of competent jurisdiction or were subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	Each of Samsara LP, Samsara GP, Samsara Opportunity Fund and Samsara Opportunity GP was organized in the state of Delaware and Dr. Akkaraju is a citizen of the United States.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Statement is hereby amended and supplemented as follows: On October 3, 2025, Samsara Opportunity Fund purchased 276,578 shares of common stock from Samsara LP in a private sale for $37.44 per share, or an aggregate purchase price of $10,355,080.32. These shares represented shares held by Samsara LP for the exclusive benefit of limited partners who had redeemed their respective interests in Samsara LP and in which neither Samsara GP nor Dr. Akkaraju had any economic interest. These purchases were for cash and were funded by capital contributions from the general and limited partners of Samsara Opportunity Fund. On October 3, 2025, Samsara Opportunity Fund purchased the following shares in open market transactions: - 11,011 shares at prices ranging from $35.14 to $36.13 per share (a weighted-average price of $35.61 per share); - 56,703 shares at prices ranging from $36.14 to $37.1391 per share (a weighted-average price of $36.74 per share); and - 43,122 shares at prices ranging from $37.14 to $37.6227 per share (a weighted-average price of $37.32 per share). On October 6, 2025, Samsara Opportunity Fund purchased the following shares in open market transactions: - 18,414 shares at prices ranging from $37.23 to $38.2276 per share (a weighted-average price of $37.89 per share); - 80,863 shares at prices ranging from $38.23 to $39.2298 per share (a weighted-average price of $38.68 per share); and - 13,748 shares at prices ranging from $39.23 to $39.84 per share (a weighted-average price of $39.52 per share). These open market purchases were for cash and were funded by capital contributions from the general and limited partners of Samsara Opportunity Fund and a short-term working capital loan in the amount of $608,000 from Samsara BioCapital LLC.
Item 5.	Interest in Securities of the Issuer
(a)	Rows 11 and 13 of each Reporting Person's cover page to this Schedule 13D/A set forth the aggregate number of shares of common stock and percentages of the shares of common stock beneficially owned by such Reporting Person and are incorporated by reference. The percentage set forth in each row 13 is based upon the sum of (i) 96,127,265 shares of common stock outstanding as of August 1, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 6, 2025; (ii) 1,064,804 shares of common stock issuable upon the exercise of RD Warrants; and (iii) with respect to Dr. Akkaraju, 110,000 shares of common stock issuable upon the exercise of stock options within 60 days. The Reporting Persons' beneficial ownership of the Issuer's securities consists of (i) 5,302,810 shares of common stock directly held by Samsara LP; (ii) RD Warrants immediately exercisable for up to 1,064,804 shares of common stock directly held by Samsara LP; (iii) 500,439 shares of common stock directly held by Samsara Opportunity Fund; (iv) 13,500 shares of common stock held by Dr. Akkaraju; and (v) 110,000 vested stock options (right to buy) held by Dr. Akkaraju. Samsara GP is the sole general partner of Samsara LP and Dr. Akkaraju is the managing member of Samsara GP. Each of Samsara GP and Dr. Akkaraju possesses power to direct the voting and disposition of the securities held by Samsara LP. Samsara Opportunity GP is the sole general partner of Samsara Opportunity Fund and Dr. Akkaraju is the managing member of Samsara Opportunity GP. Each of Samsara Opportunity GP and Dr. Akkaraju possesses power to direct the voting and disposition of the securities held by Samsara Opportunity Fund.
(b)	Rows 7 through 10 of each Reporting Person's cover page to this Schedule 13D/A set forth the number of shares of common stock as to which such Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition and are incorporated by reference.
(c)	On October 3, Samsara LP also sold 33,508 shares in an open market transaction. These shares were held by Samsara for the exclusive benefit of limited partners who had redeemed their respective interests in Samsara LP and in which neither Samsara GP nor Dr. Akkaraju had any economic interest. Except as set forth in the preceding sentence and elsewhere herein, none of the Reporting Persons has effected any transactions with respect to the securities of the Issuer during the past sixty days.
(d)	No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the securities beneficially owned by any of the Reporting Persons.
(e)	Not applicable.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1 Joint Filing Agreement

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.

Samsara BioCapital, L.P.

Signature:	/s/ Srinivas Akkaraju
Name/Title:	By Samsara BioCapital GP, LLC, its General Partner, By Srinivas Akkaraju, Managing Member
Date:	10/07/2025

Samsara BioCapital GP, LLC

Signature:	/s/ Srinivas Akkaraju
Name/Title:	By Srinivas Akkaraju, Managing Member
Date:	10/07/2025

Samsara Opportunity Fund, L.P.

Signature:	/s/ Srinivas Akkaraju
Name/Title:	By Samsara Opportunity Fund GP, LLC, its General Partner, By Srinivas Akkaraju, Managing Member
Date:	10/07/2025

Samsara Opportunity Fund GP, LLC

Signature:	/s/ Srinivas Akkaraju
Name/Title:	By Srinivas Akkaraju, Managing Member
Date:	10/07/2025

Srinivas Akkaraju

Signature:	/s/ Srinivas Akkaraju
Name/Title:	Srinivas Akkaraju
Date:	10/07/2025

FAQ

What stake does the Samsara group report in Scholar Rock (SRRK)?

The Reporting Persons disclose beneficial ownership of 6,991,553 shares, equal to 7.2 of the outstanding common stock as calculated in the filing.

How many shares and at what price did Samsara Opportunity Fund buy on October 3, 2025?

On 10/03/2025 Samsara Opportunity Fund purchased 276,578 shares from Samsara LP at $37.44 per share, totaling $10,355,080.32.

Did the filing disclose open-market purchases and their prices?

Yes; the filing lists multiple open-market purchases on 10/03/2025 and 10/06/2025 with weighted-average prices ranging from $35.61 to $39.52 per share.

Do the Reporting Persons control voting of the shares they report?

Yes; Samsara GP and Samsara Opportunity GP and Dr. Srinivas Akkaraju possess the power to direct voting and disposition for the partnership-held securities.

Are there exercisable warrants or options included in the ownership calculation?

Yes; the calculation includes RD Warrants exercisable for up to 1,064,804 shares and, for Dr. Akkaraju, 110,000 shares issuable upon exercise of vested options within 60 days.