SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Pandion Therapeutics, Inc. [ PAND ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 07/17/2020 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 07/21/2020 | C | 2,783,892 | A | (1) | 2,783,892 | I | See footnote(2) | ||
| Common Stock | 07/21/2020 | C | 272,046 | A | (1) | 3,055,938 | I | See footnote(2) | ||
| Common Stock | 07/21/2020 | C | 99,637 | A | (1) | 99,637 | I | See footnote(3) | ||
| Common Stock | 07/21/2020 | C | 9,736 | A | (1) | 109,373 | I | See footnote(3) | ||
| Common Stock | 07/21/2020 | C | 21,133 | A | (1) | 70,158 | D | |||
| Common Stock | 07/21/2020 | P | 34,863 | A | $18 | 3,090,801 | I | See footnote(2) | ||
| Common Stock | 07/21/2020 | P | 1,248 | A | $18 | 110,621 | I | See footnote(3) | ||
| Common Stock | 07/21/2020 | P | 14,000(4) | A | $18 | 84,158 | D | |||
| Common Stock | 336,314 | I | By The Crane Family Irrevocable Trust - 2002 | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) | $18 | 07/17/2020 | A | 13,997 | (5) | 07/16/2030 | Common Stock | 13,997 | $0.00 | 13,997 | D | ||||
| Series A Preferred Stock | (1) | 07/21/2020 | C | 14,196,152 | (1) | (1) | Common Stock | 2,783,892 | $0.00 | 0 | I | See footnote(2) | |||
| Series A Preferred Stock | (1) | 07/21/2020 | C | 508,090 | (1) | (1) | Common Stock | 99,637 | $0.00 | 0 | I | See footnote(3) | |||
| Series B Preferred Stock | (1) | 07/21/2020 | C | 1,387,268 | (1) | (1) | Common Stock | 272,046 | $0.00 | 0 | I | See footnote(2) | |||
| Series B Preferred Stock | (1) | 07/21/2020 | C | 49,652 | (1) | (1) | Common Stock | 9,736 | $0.00 | 0 | I | See footnote(3) | |||
| Series B Preferred Stock | (1) | 07/21/2020 | C | 107,768 | (1) | (1) | Common Stock | 21,133 | $0.00 | 0 | D | ||||
| Explanation of Responses: |
| 1. The Series A Preferred Stock and Series B Preferred Stock converted into Common Stock on a 5.0994-for-one basis upon the closing of the Issuer's initial public offering without payment of consideration. The Series A Preferred Stock and Series B Preferred Stock were convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares had no expiration date. |
| 2. The reportable securities are owned directly by Polaris Partners VIII, L.P. ("PP VIII"). Polaris Partners GP VIII, L.L.C. ("PPGP VIII") is the general partner of PP VIII. The Reporting Person, a member of the Issuer's Board of Directors, is an interest holder of PPGP VIII. Each of David Barrett, Brian Chee, Amir Nashat and Bryce Youngren are the managing members of PPGP VIII (collectively, the "Managing Members"). Each of the Reporting Person and the Managing Members, in their respective capacities with respect to PPGP VIII, may be deemed to have shared voting and dispositive power over the shares held by PP VIII. Each of PPGP VIII, the Reporting Person and the Managing Members disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any one of them is the 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. |
| 3. The reportable securities are owned directly by Polaris Entrepreneurs' Fund VIII, L.P. ("PEF VIII"). PPGP VIII is the general partner of PEF VIII. The Reporting Person, a member of the Issuer's Board of Directors, is an interest holder of PPGP VIII. Each of the Reporting Person and the Managing Members, in their respective capacities with respect to PPGP VIII, may be deemed to have shared voting and dispositive power over the shares held by PEF VIII. Each of PPGP VIII, the Reporting Person and the Managing Members disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any one of them is the 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. |
| 4. Represents shares purchased through a directed share program in connection with the initial public offering of Pandion Therapeutics, Inc.'s common stock, which closed on July 21, 2020. These shares of common stock were purchased at the public offering price of $18.00 per share. |
| 5. This option award was granted on July 17, 2020. The shares underlying the award vest in equal monthly installments following July 17, 2020 through July 17, 2023, subject to the reporting person's continued service on each applicable vesting date. |
| Remarks: |
| /s/ Edward Freedman, as attorney-in-fact for Alan L. Crane | 07/21/2020 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||