0000899243-21-009725.txt : 20210304
0000899243-21-009725.hdr.sgml : 20210304
20210304060629
ACCESSION NUMBER: 0000899243-21-009725
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210224
FILED AS OF DATE: 20210304
DATE AS OF CHANGE: 20210304
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MERCK SHARP & DOHME CORP.
CENTRAL INDEX KEY: 0000064978
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
STATE OF INCORPORATION: NJ
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39381
FILM NUMBER: 21712459
BUSINESS ADDRESS:
STREET 1: ONE MERCK DR
STREET 2: P O BOX 100
CITY: WHITEHOUSE STATION
STATE: NJ
ZIP: 08889-0100
BUSINESS PHONE: 9084231688
MAIL ADDRESS:
STREET 1: ONE MERCK DR
STREET 2: PO BOX 100 WS3AB-05
CITY: WHITEHOUSE STATION
STATE: NJ
ZIP: 08889-0100
FORMER NAME:
FORMER CONFORMED NAME: MERCK & CO INC
DATE OF NAME CHANGE: 19920703
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Merck & Co., Inc.
CENTRAL INDEX KEY: 0000310158
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
STATE OF INCORPORATION: NJ
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39381
FILM NUMBER: 21712460
BUSINESS ADDRESS:
STREET 1: 2000 GALLOPING HILL ROAD
CITY: KENILWORTH
STATE: NJ
ZIP: 07033
BUSINESS PHONE: 908-740-4000
MAIL ADDRESS:
STREET 1: 2000 GALLOPING HILL ROAD
CITY: KENILWORTH
STATE: NJ
ZIP: 07033
FORMER NAME:
FORMER CONFORMED NAME: Merck & Co. Inc.
DATE OF NAME CHANGE: 20091103
FORMER NAME:
FORMER CONFORMED NAME: SCHERING PLOUGH CORP
DATE OF NAME CHANGE: 19920703
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
doc3.xml
FORM 3 SUBMISSION
X0206
3
2021-02-24
0
0001807901
Pandion Therapeutics, Inc.
PAND
0000310158
Merck & Co., Inc.
2000 GALLOPING HILL ROAD
KENILWORTH
NJ
07033
0
0
1
0
0000064978
MERCK SHARP & DOHME CORP.
ONE MERCK DR
P O BOX 100
WHITEHOUSE STATION
NJ
08889
0
0
1
0
Common Stock, par value $0.001
0
I
See Footnotes
Stock Option (right to buy)
Common Stock, par value $0.001
0
I
See Footnotes
This Form 3 is being filed solely due to the entry by Merck Sharp & Dohme Corp. ("Parent") and Panama Merger Sub, Inc. ("Purchaser") into Tender and Support Agreements (each, a "Support Agreement") with certain stockholders of Pandion Therapeutics, Inc. (the "Company"). The Support Agreements were entered into in connection with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of February 24, 2021, by and among the Parent, Purchaser and the Company. For additional information regarding the Support Agreements and the Merger Agreement, see the Schedule 13D filed by the Reporting Person with the Securities and Exchange Commission on March 4, 2021 (the "Schedule 13D").
Purchaser is a direct wholly-owned subsidiary of Parent and Parent is a direct wholly-owned subsidiary of Merck & Co., Inc. ("Merck", and together with Parent, the "Reporting Persons"). As a result of certain provisions contained in the Support Agreements, the Reporting Persons may be deemed to have beneficial ownership of the shares of common stock covered by the Support Agreements and beneficially owned by the stockholders party thereto (an aggregate of 11,776,706 shares, which represent approximately 39.99% of the Company's total outstanding shares as of the close of business on February 24, 2021, based on the representations made by the Company in the Merger Agreement) for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")).
Each of the Reporting Persons declare that the filing of this Form 3 shall not be construed as an admission that the Reporting Persons are the beneficial owners of any securities reported in this Form 3.
Generally, upon the exercise of any security convertible or exchangeable for any common stock of the Company by the stockholders party to the Support Agreements, such shares of common stock acquired upon exercise thereof shall be subject to the Support Agreements and the Reporting Persons may be deemed to have beneficial ownership of such additional shares of common stock, if any. The Reporting Persons expressly disclaim any beneficial ownership of the securities reported herein, and the Reporting Persons do not have any pecuniary interest (as defined in Rule 16a-1(a)(2) of the Exchange Act) in any of the shares subject to the Support Agreements.
/s/ Robert M. Davis, Robert M. Davis, as Executive Vice President, Global Services and Chief Financial Officer of Merck & Co., Inc.
2021-03-04
/s/ Sunil A. Patel, Sunil A. Patel, as Senior Vice President, Corporate Development of Merck Sharp & Dohme Corp.
2021-03-04