0000899243-21-014447.txt : 20210401 0000899243-21-014447.hdr.sgml : 20210401 20210401194619 ACCESSION NUMBER: 0000899243-21-014447 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: Stagliano Nancy CENTRAL INDEX KEY: 0001817449 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39381 FILM NUMBER: 21800118 MAIL ADDRESS: STREET 1: C/O PANDION THERAPEUTICS, INC. STREET 2: 134 COOLIDGE AVE., 2ND FLOOR CITY: WATERTOWN STATE: MA ZIP: 02472 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 0001817449 Stagliano Nancy 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 73067 60.00 D 0 I By The Nancy E. Stagliano Trust Employee Stock Option (Right to Buy) 18.00 2021-04-01 4 D 0 17671 D 2030-07-16 Common Stock 17671 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. 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 Nancy Stagliano 2021-04-01