0000899243-20-019469.txt : 20200716
0000899243-20-019469.hdr.sgml : 20200716
20200716204029
ACCESSION NUMBER: 0000899243-20-019469
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200716
FILED AS OF DATE: 20200716
DATE AS OF CHANGE: 20200716
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ORBIMED ADVISORS LLC
CENTRAL INDEX KEY: 0001055951
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39381
FILM NUMBER: 201032582
BUSINESS ADDRESS:
STREET 1: 601 LEXINGTON AVENUE
STREET 2: 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: (212) 739-6400
MAIL ADDRESS:
STREET 1: 601 LEXINGTON AVENUE
STREET 2: 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: OrbiMed Capital GP VII LLC
CENTRAL INDEX KEY: 0001760648
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39381
FILM NUMBER: 201032583
BUSINESS ADDRESS:
STREET 1: 601 LEXINGTON AVENUE, 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-739-6491
MAIL ADDRESS:
STREET 1: 601 LEXINGTON AVENUE, 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: OrbiMed Genesis GP LLC
CENTRAL INDEX KEY: 0001808744
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39381
FILM NUMBER: 201032584
BUSINESS ADDRESS:
STREET 1: 601 LEXINGTON AVENUE, 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: (212) 739-6400
MAIL ADDRESS:
STREET 1: 601 LEXINGTON AVENUE, 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
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
3
1
doc3.xml
FORM 3 SUBMISSION
X0206
3
2020-07-16
0
0001807901
Pandion Therapeutics, Inc.
PAND
0001055951
ORBIMED ADVISORS LLC
601 LEXINGTON AVENUE, 54TH FLOOR
NEW YORK
NY
10022
0
0
1
0
0001760648
OrbiMed Capital GP VII LLC
C/O ORBIMED ADVISORS LLC
601 LEXINGTON AVENUE, 54TH FLOOR
NEW YORK
NY
10022
0
0
1
0
0001808744
OrbiMed Genesis GP LLC
C/O ORBIMED ADVISORS LLC
601 LEXINGTON AVENUE, 54TH FLOOR
NEW YORK
NY
10022
0
0
1
0
Series B Preferred Stock
Common Stock
187855
I
See footnote
Series B Preferred Stock
Common Stock
469637
I
See footnote
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.
Consists of 187,855 shares of Common Stock issuable upon conversion of Series B Preferred Stock held by OrbiMed Genesis Master Fund, L.P. ("Genesis Master Fund").
These securities are held of record by Genesis Master Fund. OrbiMed Genesis GP LLC ("Genesis GP") is the general partner of Genesis Master Fund and OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member of Genesis GP. By virtue of such relationships, Genesis GP and OrbiMed Advisors may be deemed to have voting power and investment power over the securities held by Genesis Master Fund and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the shares held by Genesis Master Fund.
This report on Form 3 is jointly filed by OrbiMed Advisors, Genesis GP, and OrbiMed Capital GP VII LLC ("GP VII"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any such entity is a beneficial owner of such securities for purpose of Section 16 of the Exchange Act, or for any other purpose.
Consists 469,637 shares of Common Stock issuable upon conversion of Series B Preferred Stock held by OrbiMed Private Investments VII, LP ("OPI VII").
These securities are held of record by OPI VII. GP VII is the general partner of OPI VII. OrbiMed Advisors is the managing member of GP VII. By virtue of such relationships, GP VII and OrbiMed Advisors may be deemed to have voting power and investment power over the securities held by OPI VII and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the shares held by OPI VII.
OrbiMed Advisors LLC, By: /s/ Douglas Coon, authorized signatory
2020-07-16
OrbiMed Capital GP VII LLC, By: /s/ Douglas Coon, authorized signatory
2020-07-16
OrbiMed Genesis GP LLC, By: /s/ Douglas Coon, authorized signatory
2020-07-16