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