4//SEC Filing
Crane Alan L 4
Accession 0000899243-21-014462
CIK 0001807901other
Filed
Mar 31, 8:00 PM ET
Accepted
Apr 1, 7:57 PM ET
Size
15.4 KB
Accession
0000899243-21-014462
Insider Transaction Report
Form 4
Crane Alan L
Director10% Owner
Transactions
- Disposition from Tender
Common Stock
2021-04-01$60.00/sh−84,158$5,049,480→ 0 total - Disposition from Tender
Common Stock
2021-04-01$60.00/sh−3,090,801$185,448,060→ 0 total(indirect: See footnote) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2021-04-01−13,997→ 0 totalExercise: $18.00Exp: 2030-07-16→ Common Stock (13,997 underlying) - Disposition from Tender
Common Stock
2021-04-01$60.00/sh−110,621$6,637,260→ 0 total(indirect: See footnote) - Disposition from Tender
Common Stock
2021-04-01$60.00/sh−336,314$20,178,840→ 0 total(indirect: By Trust)
Footnotes (5)
- [F1]Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated February 24, 2021, among Pandion Therapeutics, Inc. (the "Company"), Merck Sharp & Dohme Corp. ("Merck") and Panama Merger Sub, Inc. ("Merger Sub"), Merger Sub commenced a tender offer (the "Offer") to purchase all outstanding Company common stock for the price of $60.00 per share in cash (the "Offer Price"). On April 1, 2021, the Offer consummated, after which Merger Sub merged with and into the Company (the "Merger") and the Company became a wholly owned subsidiary of Merck. At the consummation of the Offer and the Merger, respectively, (i) Merger Sub purchased all shares of Company common stock that were validly tendered pursuant to the Offer for a cash payment equal to the Offer Price and (ii) all shares of Company common stock outstanding immediately prior to the effective time of the Merger (the "Effective Time"), were cancelled and converted automatically into the right to receive the Offer Price.
- [F2]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 Company'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.
- [F3]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 Company'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.
- [F4]All options were vested and exercisable as of immediately prior to the Effective Time.
- [F5]Disposed of pursuant to the Merger Agreement in exchange for the excess of the Offer Price over the exercise price of the option.
Documents
Issuer
Pandion Therapeutics, Inc.
CIK 0001807901
Entity typeother
Related Parties
1- filerCIK 0001294361
Filing Metadata
- Form type
- 4
- Filed
- Mar 31, 8:00 PM ET
- Accepted
- Apr 1, 7:57 PM ET
- Size
- 15.4 KB