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