0000899243-21-014462.txt : 20210401
0000899243-21-014462.hdr.sgml : 20210401
20210401195732
ACCESSION NUMBER: 0000899243-21-014462
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210401
FILED AS OF DATE: 20210401
DATE AS OF CHANGE: 20210401
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: 21800162
MAIL ADDRESS:
STREET 1: C/O POLARIS PARTNERS
STREET 2: ONE MARINA PARK DRIVE, 10TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02210
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
2021-04-01
1
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
2021-04-01
4
U
0
84158
60.00
D
0
D
Common Stock
2021-04-01
4
U
0
336314
60.00
D
0
I
By The Crane Family Irrevocable Trust - 2002
Common Stock
2021-04-01
4
U
0
3090801
60.00
D
0
I
See footnote
Common Stock
2021-04-01
4
U
0
110621
60.00
D
0
I
See footnote
Employee Stock Option (Right to Buy)
18.00
2021-04-01
4
D
0
13997
D
2030-07-16
Common Stock
13997
0
D
Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated February 24, 2021, among Pandion Therapeutics, Inc. (the "Company"), Merck Sharp & Dohme Corp. ("Merck") and Panama Merger Sub, Inc. ("Merger Sub"), Merger Sub commenced a tender offer (the "Offer") to purchase all outstanding Company common stock for the price of $60.00 per share in cash (the "Offer Price"). On April 1, 2021, the Offer consummated, after which Merger Sub merged with and into the Company (the "Merger") and the Company became a wholly owned subsidiary of Merck. At the consummation of the Offer and the Merger, respectively, (i) Merger Sub purchased all shares of Company common stock that were validly tendered pursuant to the Offer for a cash payment equal to the Offer Price and (ii) all shares of Company common stock outstanding immediately prior to the effective time of the Merger (the "Effective Time"), were cancelled and converted automatically into the right to receive the Offer Price.
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 Company'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 Company'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.
All options were vested and exercisable as of immediately prior to the Effective Time.
Disposed of pursuant to the Merger Agreement in exchange for the excess of the Offer Price over the exercise price of the option.
/s/ Edward D. Freedman, as attorney-in-fact for Alan Crane
2021-04-01