Pandion Therapeutics Form 4 Pandion Therapeutics / Vikas Goyal ownership change

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^*

Goyal Vikas

(Last) (First) (Middle)

C/O PANDION THERAPEUTICS, INC.,

134 COOLIDGE AVENUE

(Street)

WATERTOWN MA 02472

(City) (State) (Zip)

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

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

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

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)

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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		7,044	A	(1)	86,314	D
Common Stock	07/21/2020		P		1,450(2)	A	$18	87,764	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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		3,806		(3)	07/16/2030	Common Stock	3,806	$0.00	3,806	D
Stock Option (right to buy)	$18	07/17/2020		A		13,935		(4)	07/16/2030	Common Stock	13,935	$0.00	13,935	D
Stock Option (right to buy)	$18	07/17/2020		A		10,486		(5)	07/16/2030	Common Stock	10,486	$0.00	10,486	D
Series B Preferred Stock	(1)	07/21/2020		C			35,922	(1)	(1)	Common Stock	7,044	$0.00	0	D

Explanation of Responses:

1. The 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 B Preferred Stock was 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. 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.

3. This option award was granted on July 17, 2020. 1/4 of the shares underlying the award shall vest on August 1, 2020, with the remainder of the shares vesting in equal monthly installments following August 1, 2020 through August 1, 2023, subject to the reporting person's continued service on each applicable vesting date.

4. This option award was granted on July 17, 2020. 1/4 of the shares underlying the award shall vest on May 21, 2021, with the remainder of the shares vesting in equal monthly installments following May 21, 2021 through May 21, 2024, subject to the reporting person's continued service on each applicable vesting date.

5. This option award was granted on June 25, 2020. 1/4 of the shares underlying the award shall vest on June 25, 2021, with the remainder of the shares vesting in equal monthly installments following June 25, 2021 through June 25, 2024, subject to the reporting person's continued service on each applicable vesting date.

Remarks:

Senior Vice President, Business Development

	/s/ Edward Freedman, as attorney-in-fact for Vikas Goyal	07/21/2020
	** Signature of Reporting Person	Date
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