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