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Filing Details

Accession Number:: 0000899243-20-019899
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-07-21 19:51:41
Reporting Period:: 2020-07-21

Accepted Time:: 2020-07-21 19:51:41
SEC Url:: Form 4 Filing

Issuer

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

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1679211	Polaris Partners Viii, L.p.	One Marina Park Drive, 10Th Floor Boston MA 02210	No	No	Yes	No
1693818	Polaris Entrepreneurs' Fund Viii, L.p.	One Marina Park Drive, 10Th Floor Boston 02210	No	No	Yes	No
1818137	Polaris Partners Gp Viii, L.l.c.	One Marina Park Drive, 10Th Floor Boston MA 02210	No	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	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

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	P	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	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

Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect

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 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. 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 Managing Members may be deemed to have shared voting and dispositive power over the shares held by PP VIII. Each of PPGP VIII 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. Each of the Managing Members may be deemed to have shared voting and dispositive power over the shares held by PEF VIII. Each of PPGP VIII 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.