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Filing Details

Accession Number:: 0000899243-20-019884
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-07-21 19:44:24
Reporting Period:: 2020-07-17

Accepted Time:: 2020-07-21 19:44:24
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1807901	Pandion Therapeutics Inc.	PAND	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1294361	L Alan Crane	C/O Pandion Therapeutics, Inc., 134 Coolidge Avenue Watertown MA 02472		Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2020-07-21	2,783,892	$0.00	2,783,892	No	4	C	Indirect	See footnote
Common Stock	Acquisiton	2020-07-21	272,046	$0.00	3,055,938	No	4	C	Indirect	See footnote
Common Stock	Acquisiton	2020-07-21	99,637	$0.00	99,637	No	4	C	Indirect	See footnote
Common Stock	Acquisiton	2020-07-21	9,736	$0.00	109,373	No	4	C	Indirect	See footnote
Common Stock	Acquisiton	2020-07-21	21,133	$0.00	70,158	No	4	C	Direct
Common Stock	Acquisiton	2020-07-21	34,863	$18.00	3,090,801	No	4	P	Indirect	See footnote
Common Stock	Acquisiton	2020-07-21	1,248	$18.00	110,621	No	4	P	Indirect	See footnote
Common Stock	Acquisiton	2020-07-21	14,000	$18.00	84,158	No	4	P	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See footnote
No	4	C	Indirect	See footnote
No	4	C	Indirect	See footnote
No	4	C	Indirect	See footnote
No	4	C	Direct
No	4	P	Indirect	See footnote
No	4	P	Indirect	See footnote
No	4	P	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Stock Option (right to buy)	Acquisiton	2020-07-17	13,997	$0.00	13,997	$18.00
Common Stock	Series A Preferred Stock	Disposition	2020-07-21	14,196,152	$0.00	2,783,892	$0.00
Common Stock	Series A Preferred Stock	Disposition	2020-07-21	508,090	$0.00	99,637	$0.00
Common Stock	Series B Preferred Stock	Disposition	2020-07-21	1,387,268	$0.00	272,046	$0.00
Common Stock	Series B Preferred Stock	Disposition	2020-07-21	49,652	$0.00	9,736	$0.00
Common Stock	Series B Preferred Stock	Disposition	2020-07-21	107,768	$0.00	21,133	$0.00

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
13,997	2030-07-16	No	4	A	Direct
0		No	4	C	Indirect
0		No	4	C	Indirect
0		No	4	C	Indirect
0		No	4	C	Indirect
0		No	4	C	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	336,314	Indirect	By The Crane Family Irrevocable Trust - 2002

Footnotes

The Series A Preferred Stock and Series B Preferred Stock converted into Common Stock on a 5.0994-for-one basis upon the closing of the Issuer's initial public offering without payment of consideration. The Series A Preferred Stock and Series B Preferred Stock were convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares had no expiration date.
The reportable securities are owned directly by Polaris Partners VIII, L.P. ("PP VIII"). Polaris Partners GP VIII, L.L.C. ("PPGP VIII") is the general partner of PP VIII. The Reporting Person, a member of the Issuer's Board of Directors, is an interest holder of PPGP VIII. Each of David Barrett, Brian Chee, Amir Nashat and Bryce Youngren are the managing members of PPGP VIII (collectively, the "Managing Members"). Each of the Reporting Person and the Managing Members, in their respective capacities with respect to PPGP VIII, may be deemed to have shared voting and dispositive power over the shares held by PP VIII. Each of PPGP VIII, the Reporting Person and the Managing Members disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.
The reportable securities are owned directly by Polaris Entrepreneurs' Fund VIII, L.P. ("PEF VIII"). PPGP VIII is the general partner of PEF VIII. The Reporting Person, a member of the Issuer's Board of Directors, is an interest holder of PPGP VIII. Each of the Reporting Person and the Managing Members, in their respective capacities with respect to PPGP VIII, may be deemed to have shared voting and dispositive power over the shares held by PEF VIII. Each of PPGP VIII, the Reporting Person and the Managing Members disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.
Represents shares purchased through a directed share program in connection with the initial public offering of Pandion Therapeutics, Inc.'s common stock, which closed on July 21, 2020. These shares of common stock were purchased at the public offering price of $18.00 per share.
This option award was granted on July 17, 2020. The shares underlying the award vest in equal monthly installments following July 17, 2020 through July 17, 2023, subject to the reporting person's continued service on each applicable vesting date.