Pandion Therapeutics Form 3 Pandion Therapeutics / Partners GP VIII, L.L.C. Polaris ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Polaris Partners GP VIII, L.L.C.

(Last) (First) (Middle)

ONE MARINA PARK DRIVE, 10TH FLOOR

(Street)

BOSTON MA 02210

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/16/2020

3. Issuer Name and Ticker or Trading Symbol
Pandion Therapeutics, Inc. [ PAND ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(1)	(1)	Common Stock	2,783,892(1)	(1)	I	See footnote(2)
Series A Preferred Stock	(1)	(1)	Common Stock	99,637(1)	(1)	I	See footnote(3)
Series B Preferred Stock	(4)	(4)	Common Stock	272,046(4)	(4)	I	See footnote(2)
Series B Preferred Stock	(4)	(4)	Common Stock	9,736(4)	(4)	I	See footnote(3)

1. Name and Address of Reporting Person^*

Polaris Partners GP VIII, L.L.C.

(Last) (First) (Middle)

ONE MARINA PARK DRIVE, 10TH FLOOR

(Street)

BOSTON MA 02210

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Polaris Entrepreneurs' Fund VIII, L.P.

(Last) (First) (Middle)

ONE MARINA PARK DRIVE, 10TH FLOOR

(Street)

BOSTON 02210

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Polaris Partners VIII, L.P.

(Last) (First) (Middle)

ONE MARINA PARK DRIVE, 10TH FLOOR

(Street)

BOSTON MA 02210

(City) (State) (Zip)

Explanation of Responses:

1. The Series A Preferred Stock is convertible into Common Stock on a 5.0994-for-one basis into the number of shares of Common Stock shown in Column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares have 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. 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 Managing Members may be deemed to have shared voting and dispositive power over the shares held by PP VIII. Each of PPGP VIII 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. Each of the Managing Members may be deemed to have shared voting and dispositive power over the shares held by PEF VIII. Each of PPGP VIII 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. The Series B Preferred Stock is convertible into Common Stock on a 5.0994-for-one basis into the number of shares of Common Stock shown in Column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares have no expiration date.

Remarks:

Exhibit Index: 24.1 Power of Attorney

	/s/ Lauren Crockett, as attorney-in-fact for Polaris Partners VIII, L.P.	07/16/2020
	/s/ Lauren Crockett, as attorney-in-fact for Polaris Entrepreneurs' Fund VIII L.P.	07/16/2020
	/s/ Lauren Crockett, as attorney-in-fact for Polaris Partners GP VIII, L.L.C.	07/16/2020
	** Signature of Reporting Person	Date
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