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Filing Details

Accession Number:: 0000899243-20-019891
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-07-21 19:47:32
Reporting Period:: 2020-07-17

Accepted Time:: 2020-07-21 19:47:32
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
1598542	Jill Carroll	C/O S.r. One, Limited 161 Washington Street, Suite 500 Conshohocken PA 19428		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	1,538,724	$0.00	1,538,724	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2020-07-21	348,469	$0.00	1,887,193	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2020-07-21	361,111	$18.00	2,248,304	No	4	P	Indirect	See Footnote

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

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series A Preferred Stock	Disposition	2020-07-21	7,846,554	$0.00	1,538,724	$0.00
Common Stock	Series B Preferred Stock	Disposition	2020-07-21	1,776,980	$0.00	348,469	$0.00
Common Stock	Stock Option (right to buy)	Acquisiton	2020-07-17	13,997	$0.00	13,997	$18.00

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

Footnotes

The Series A Preferred Stock were convertible at a conversion rate equal to one share of Common Stock per 5.0994 shares of Series A Preferred Stock at any time at the option of the holder and were automatically converted upon the closing of the Issuer's initial public offering. The shares had no expiration date.
The shares reported herein are held of record by S.R. One, Limited, an indirect, wholly-owned subsidiary of GlaxoSmithKline plc (the "Reporting Person").
The Series B Preferred Stock were convertible at a conversion rate equal to one share of Common Stock per 5.0994 shares of Series B Preferred Stock at any time at the option of the holder and were automatically converted upon the closing of the Issuer's initial public offering. The shares had no expiration date.
S.R. One, Limited purchased 361,111 shares of Common Stock of Pandion Therapeutics, Inc. (the "Issuer") in connection with the Issuer's public offering.
The stock option was granted to Jill A. Carroll as director's compensation with the shares vesting with respect to 2.7778% of the shares at the end of each successive one month period following the grant date until the third anniversary of the grant date, subject to Ms. Carroll's continued service on each applicable veting date. As Principal at S.R. One, Limited and an employee of GlaxoSmithKline LLC, an indirect, wholly-owned subsidiary of GlaxoSmithKline plc., Ms. Carroll disclaims beneficial ownership of all the shares held by S.R. One, Limited and this report shall not be deemed an admission of beneficial ownership of such shares for the purposes of Section 16 or for any other purpose except to the extent of her pecuniary interest therein.