0001104659-20-084224.txt : 20200716 0001104659-20-084224.hdr.sgml : 20200716 20200716205154 ACCESSION NUMBER: 0001104659-20-084224 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: RA CAPITAL MANAGEMENT, L.P. CENTRAL INDEX KEY: 0001346824 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39381 FILM NUMBER: 201032596 BUSINESS ADDRESS: STREET 1: 200 BERKELEY STREET, 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-778-2500 MAIL ADDRESS: STREET 1: 200 BERKELEY STREET, 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 FORMER NAME: FORMER CONFORMED NAME: RA CAPITAL MANAGEMENT, LLC DATE OF NAME CHANGE: 20051213 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kolchinsky Peter CENTRAL INDEX KEY: 0001384859 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39381 FILM NUMBER: 201032597 MAIL ADDRESS: STREET 1: 200 BERKELEY STREET STREET 2: 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Shah Rajeev M. CENTRAL INDEX KEY: 0001619841 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39381 FILM NUMBER: 201032598 MAIL ADDRESS: STREET 1: 200 BERKELEY STREET STREET 2: 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 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 tm2025045-1_form3.xml OWNERSHIP DOCUMENT X0206 3 2020-07-16 0 0001807901 Pandion Therapeutics, Inc. PAND 0001346824 RA CAPITAL MANAGEMENT, L.P. 200 BERKELEY STREET 18TH FLOOR BOSTON MA 02116 0 0 1 0 0001384859 Kolchinsky Peter C/O RA CAPITAL MANAGEMENT, L.P. 200 BERKELEY STREET, 18TH FLOOR BOSTON MA 02116 0 0 1 0 0001619841 Shah Rajeev M. C/O RA CAPITAL MANAGEMENT, L.P. 200 BERKELEY STREET, 18TH FLOOR BOSTON MA 02116 0 0 1 0 Series B Preferred Stock Common Stock 1408912 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 (a) 789,068 shares held by RA Capital Healthcare Fund, L.P. (the "Fund") (b) 493,119 shares held by RA Capital Nexus Fund, L.P. (the "Nexus Fund"), and (c) 126,725 shares held by a separately managed account (the "Account"). RA Capital Management, L.P. (the "Adviser") is the investment manager for the Fund, the Nexus Fund and the Account. The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. The Adviser, the Adviser GP, Dr. Kolchinsky, and Mr. Shah may be deemed indirect beneficial owners of the reported securities for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the "Act"). They disclaim beneficial ownership of any of the reported securities for the purpose of determining whether they are subject to Section 16 of the Act, however, in reliance on Rule 16a-1(a)(1)(v) and (vii). To the extent that they might be deemed subject to Section 16, they disclaim beneficial ownership of securities held by the Fund and the Nexus Fund for purposes of Rule 16a-1(a)(2), except to the extent of their pecuniary interest therein, and disclaim any pecuniary interest in securities held in the Account for purposes of Rule 16a-1(a)(2). /s/ Peter Kolchinsky, Manager of RA Capital Management, L.P. 2020-07-16 /s/ Peter Kolchinsky, individually 2020-07-16 /s/ Rajeev Shah, individually 2020-07-16