Amended Statement of Ownership (sc 13g/a)
February 16 2021 - 6:40AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE
13G/A
Under the Securities Exchange Act of 1934
PANDION THERAPEUTICS, INC.
(Name of Issuer)
Common Stock,
par value $0.001 per share
(Title of Class of Securities)
698340106
(CUSIP Number)
December 31, 2020
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
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*
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934, as amended (“Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).
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CUSIP No. 698340106
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Schedule 13G
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Page
2
of 10
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1.
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NAME OF REPORTING PERSON
AI Pan LLC
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2.
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐
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3.
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SEC USE ONLY:
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4.
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CITIZENSHIP OR PLACE OF
ORGANIZATION:
State of
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
BY OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER:
0
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6.
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SHARED VOTING POWER:
2,827,883
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7.
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SOLE DISPOSITIVE POWER:
0
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8.
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SHARED DISPOSITIVE POWER:
2,827,883
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
2,827,883
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10.
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
☐
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11.
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9):
9.6%(1)
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12.
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TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS):
OO (Limited Liability Company)
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(1)
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Based on 29,519,902 shares of the Issuer’s Common Stock as of November 12, 2020, as reported in the
Issuer’s quarterly report on Form 10-Q for the quarter ended September 30, 2020, as filed with the Securities and Exchange Commission (the “SEC”) on November 16, 2020.
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2 of 10
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CUSIP No. 698340106
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Schedule 13G
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Page
3
of 10
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1.
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NAME OF REPORTING PERSON
Access Industries Holdings LLC
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2.
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐
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3.
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SEC USE ONLY:
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4.
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CITIZENSHIP OR PLACE OF
ORGANIZATION:
State of
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
BY OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER:
0
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6.
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SHARED VOTING POWER:
2,827,883
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7.
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SOLE DISPOSITIVE POWER:
0
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8.
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SHARED DISPOSITIVE POWER:
2,827,883
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
2,827,883
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10.
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
☐
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11.
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9):
9.6% (1)
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12.
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TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS):
OO (Limited Liability Company)
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(1)
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Based on 29,519,902 shares of the Issuer’s Common Stock as of November 12, 2020, as reported in the
Issuer’s quarterly report on Form 10-Q for the quarter ended September 30, 2020, as filed with the SEC on November 16, 2020.
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3 of 10
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CUSIP No. 698340106
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Schedule 13G
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Page
4
of 10
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1.
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NAME OF REPORTING PERSON
Access Industries Management, LLC
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2.
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐
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3.
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SEC USE ONLY:
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4.
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CITIZENSHIP OR PLACE OF
ORGANIZATION:
State of
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
BY OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
|
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SOLE VOTING POWER:
0
|
|
|
6.
|
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SHARED VOTING POWER:
2,827,883
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|
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7.
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SOLE DISPOSITIVE POWER:
0
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|
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8.
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SHARED DISPOSITIVE POWER:
2,827,883
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
2,827,883
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10.
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
☐
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11.
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9):
9.6% (1)
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12.
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TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS):
OO (Limited Liability Company)
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(1)
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Based on 29,519,902 shares of the Issuer’s Common Stock as of November 12, 2020, as reported in the
Issuer’s quarterly report on Form 10-Q for the quarter ended September 30, 2020, as filed with the SEC on November 16, 2020.
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4 of 10
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CUSIP No. 698340106
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Schedule 13G
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Page
5
of 10
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1.
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NAME OF REPORTING PERSON
Len Blavatnik
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2.
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐
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3.
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SEC USE ONLY:
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4.
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CITIZENSHIP OR PLACE OF
ORGANIZATION:
United States of
America
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NUMBER OF
SHARES
BENEFICIALLY
BY OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER:
0
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6.
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SHARED VOTING POWER:
2,827,883
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7.
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SOLE DISPOSITIVE POWER:
0
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8.
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SHARED DISPOSITIVE POWER:
2,827,883
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
2,827,883
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10.
|
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
☐
|
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11.
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9):
9.6% (1)
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12.
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TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS):
IN
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(1)
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Based on 29,519,902 shares of the Issuer’s Common Stock as of November 12, 2020, as reported in the
Issuer’s quarterly report on Form 10-Q for the quarter ended September 30, 2020, as filed with the SEC on November 16, 2020.
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5 of 10
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CUSIP No. 698340106
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Schedule 13G
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Page
6
of 10
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Pandion Therapeutics, Inc. (the “Issuer”).
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(b)
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Address of Issuer’s Principal Executive Offices:
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Watertown, Massachusetts 02472
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(a)
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Name of Person Filing:
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Each of the following is referred to herein as a “Reporting Person” and collectively as the “Reporting
Persons.” This statement is filed on behalf of:
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Access Industries Holdings LLC
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Access Industries Management, LLC
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(b)
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Address of Principal Business Office or, if none, Residence:
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The address of each of the Reporting Persons is:
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c/o Access Industries, Inc.
40 West 57th Street,
28th Floor
New York, NY 10019
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Mr. Blavatnik is a citizen of the United States of America. Each of the other Reporting Persons is
organized under the laws of the State of Delaware.
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(d)
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Title of Class of Securities:
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Common stock, par value $0.001 per share (“Common Stock”)
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Item 3.
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If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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Not applicable.
6 of 10
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CUSIP No. 698340106
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Schedule 13G
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Page
7
of 10
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(a-c)
The ownership information presented below represents beneficial ownership of the Issuer’s Common Stock as of December 31, 2020, based
on 29,519,902 shares of the Issuer’s Common Stock as of November 12, 2020, as reported in the Issuer’s quarterly report on Form 10-Q for the quarter ended September 30, 2020.
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Reporting Person
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Amount
beneficially
owned
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Percent
of class:
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Sole
power
to vote
or to
direct
the
vote:
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Shared
power to
vote or to
direct the
vote:
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Sole
power to
dispose or
to direct
the
disposition
of:
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Shared
power to
dispose or
to direct
the
disposition
of:
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AI Pan LLC
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2,827,883
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9.6
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%
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0
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2,827,883
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0
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2,827,883
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Access Industries Holdings LLC
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2,827,883
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9.6
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%
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0
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2,827,883
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0
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2,827,883
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Access Industries Management, LLC
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2,827,883
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9.6
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%
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0
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2,827,883
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0
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2,827,883
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Len Blavatnik
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2,827,883
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9.6
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%
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0
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2,827,883
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0
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2,827,883
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Each of Access Industries Holdings LLC, Access Industries Management, LLC and Len Blavatnik may be deemed to
beneficially own the shares of the Issuer’s Common Stock beneficially owned by AI Pan LLC, a subsidiary in a multi-tier corporate structure of which Access Industries Holdings LLC is the parent holding company and is ultimately managed by
Access Industries Management, LLC and controlled by Mr. Blavatnik.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Not applicable.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the
parent Holding Company or Control Person.
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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Not applicable.
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Item 9.
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Notice of Dissolution of Group.
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Not applicable.
By signing below the Reporting Persons certify that, to the best of their knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect,
other than activities solely in connection with a nomination under Exchange Act Rule 14a-11.
7 of 10
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: February 15, 2021
AI PAN
LLC
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By:
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Access Industries Management, LLC, Its Manager
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/s/ Alejandro Moreno
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Signature
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Alejandro Moreno / Executive Vice President
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Name/Title
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ACCESS INDUSTRIES HOLDINGS LLC
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By:
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Access Industries Management, LLC, Its Manager
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/s/ Alejandro Moreno
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Signature
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Alejandro Moreno / Executive Vice President
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Name/Title
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ACCESS INDUSTRIES MANAGEMENT, LLC
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/s/ Alejandro Moreno
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Signature
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Alejandro Moreno / Executive Vice President
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Name/Title
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*
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Signature
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Len Blavatnik
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Name
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*
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The undersigned, by signing his name hereto, executes this Schedule 13G on behalf of Mr. Blavatnik
pursuant to the Limited Power of Attorney filed with the Securities and Exchange Commission on July 24, 2020.
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By:
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/s/ Alejandro Moreno
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Name:
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Alejandro Moreno
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Attorney-in-Fact
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