0000899243-21-014451.txt : 20210401
0000899243-21-014451.hdr.sgml : 20210401
20210401194934
ACCESSION NUMBER: 0000899243-21-014451
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: Becker Daniel J.
CENTRAL INDEX KEY: 0001752139
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39381
FILM NUMBER: 21800132
MAIL ADDRESS:
STREET 1: C/O NEW LEAF VENTURE PARTNERS
STREET 2: TIMES SQ TOWER, 7 TIMES SQ, STE 3502
CITY: NEW YORK
STATE: NY
ZIP: 10036
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
0001752139
Becker Daniel J.
C/O PANDION THERAPEUTICS, INC.
134 COOLIDGE AVENUE
WATERTOWN
MA
02472
1
0
0
0
Common Stock
2021-04-01
4
U
0
1000
60.00
D
0
D
Common Stock
2021-04-01
4
U
0
2827883
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 shares reported are held directly by AI Pan LLC ("AI Pan"). Each of Access Industries Holdings LLC, Access Industries Management, LLC and Len Blavatnik may be deemed to beneficially own the Company's shares beneficially owned by AI Pan, a subsidiary in a multi-tier corporate structure of which Access Industries Holdings LLC is the parent holding company and is ultimately managed by Access Industries Management, LLC and controlled by Mr. Blavatnik. Mr. Becker is a biotechnology principal of Access Industries, Inc., an affiliate of Access Industries Management LLC, and does not have voting or dispositive power over the shares held by AI Pan. Mr. Becker disclaims beneficial ownership of the shares held by AI Pan.
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 Daniel Becker
2021-04-01