0000899243-20-019884.txt : 20200721 0000899243-20-019884.hdr.sgml : 20200721 20200721194424 ACCESSION NUMBER: 0000899243-20-019884 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200717 FILED AS OF DATE: 20200721 DATE AS OF CHANGE: 20200721 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Crane Alan L CENTRAL INDEX KEY: 0001294361 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39381 FILM NUMBER: 201039955 MAIL ADDRESS: STREET 1: C/O MOMENTA PHARMACEUTICALS, INC. STREET 2: 43 MOULTON STREET CITY: CAMBRIDGE STATE: MA ZIP: 02138 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Pandion Therapeutics, Inc. CENTRAL INDEX KEY: 0001807901 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 833015614 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 134 COOLIDGE AVENUE STREET 2: 2ND FLOOR CITY: WATERTOWN STATE: MA ZIP: 02472 BUSINESS PHONE: 617-393-5925 MAIL ADDRESS: STREET 1: 134 COOLIDGE AVENUE STREET 2: 2ND FLOOR CITY: WATERTOWN STATE: MA ZIP: 02472 FORMER COMPANY: FORMER CONFORMED NAME: Pandion Therapeutics Holdco LLC DATE OF NAME CHANGE: 20200327 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2020-07-17 0 0001807901 Pandion Therapeutics, Inc. PAND 0001294361 Crane Alan L C/O PANDION THERAPEUTICS, INC., 134 COOLIDGE AVENUE WATERTOWN MA 02472 1 0 1 0 Common Stock 2020-07-21 4 C 0 2783892 A 2783892 I See footnote Common Stock 2020-07-21 4 C 0 272046 A 3055938 I See footnote Common Stock 2020-07-21 4 C 0 99637 A 99637 I See footnote Common Stock 2020-07-21 4 C 0 9736 A 109373 I See footnote Common Stock 2020-07-21 4 C 0 21133 A 70158 D Common Stock 2020-07-21 4 P 0 34863 18.00 A 3090801 I See footnote Common Stock 2020-07-21 4 P 0 1248 18.00 A 110621 I See footnote Common Stock 2020-07-21 4 P 0 14000 18.00 A 84158 D Common Stock 336314 I By The Crane Family Irrevocable Trust - 2002 Stock Option (right to buy) 18.00 2020-07-17 4 A 0 13997 0.00 A 2030-07-16 Common Stock 13997 13997 D Series A Preferred Stock 2020-07-21 4 C 0 14196152 0.00 D Common Stock 2783892 0 I See footnote Series A Preferred Stock 2020-07-21 4 C 0 508090 0.00 D Common Stock 99637 0 I See footnote Series B Preferred Stock 2020-07-21 4 C 0 1387268 0.00 D Common Stock 272046 0 I See footnote Series B Preferred Stock 2020-07-21 4 C 0 49652 0.00 D Common Stock 9736 0 I See footnote Series B Preferred Stock 2020-07-21 4 C 0 107768 0.00 D Common Stock 21133 0 D 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. 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. 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. 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. 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. /s/ Edward Freedman, as attorney-in-fact for Alan L. Crane 2020-07-21