CONTINUATION PAGES TO SCHEDULE 13D
This Schedule 13D is being filed by AI Pan LLC (“AI Pan”), Access Industries Holdings LLC (“AIH”), Access Industries
Management, LLC (“AIM”) and Len Blavatnik (collectively, the “Reporting Persons”, and each, a “Reporting Person”), in respect of the common stock, par value $0.001 per share (the “Common Stock”), of Pandion
Therapeutics, Inc. (the “Issuer”).
The Schedule 13D (the “Schedule”) filed with the Securities and Exchange
Commission (the “SEC”) by the Reporting Persons on March 4, 2021 is hereby amended and supplemented by the Reporting Persons as set forth below in this Amendment No. 1. This amendment is filed by the Reporting Persons in
accordance with Rule 13d-2 of the Securities Exchange Act of 1934, as amended, and refers only to information that has materially changed since the filing of the Schedule. The items identified below, or the
particular paragraphs of such items which are identified below, are amended as set forth below. Unless otherwise indicated, all capitalized terms used and not defined herein have the respective meanings assigned to them in the Schedule.
Item 4 Purpose of Transaction
The
disclosure in Item 4 is hereby amended and supplemented as follows:
On April 1, 2021, Merger Sub accepted all shares of Common Stock
tendered by the Reporting Persons pursuant to the Offer. Pursuant to the Offer, Merger Sub will pay $60.00 per share of Common Stock in cash, without interest and less any tax withholding. On April 1, 2021, pursuant to the Merger Agreement,
Daniel Becker, M.D., Ph.D., a biotechnology principal of Access Industries, Inc., resigned from and ceased to be a director of the Issuer.
Item 5
Interest in Securities of the Issuer
The disclosure in Item 5 is hereby amended and restated in its entirety to read as follows:
(a) and (b) The responses of each of the Reporting Persons with respect to Rows 11, 12, and 13 of the cover pages of this Schedule 13D
that relate to the aggregate number and percentage of Common Stock (including but not limited to footnotes to such information) are incorporated herein by reference.
The responses of each of the Reporting Persons with respect to Rows 7, 8, 9, and 10 of the cover pages of this Schedule 13D that relate to the
number of common stock as to which each of the persons or entities referenced in Item 2 above has sole or shared power to vote or to direct the vote of and sole or shared power to dispose of or to direct the disposition of (including but not limited
to footnotes to such information) are incorporated herein by reference.
(c) Except as described in Item 4, during the past 60 days, the
Reporting Persons have not effected any transactions in the Common Stock.
(d) Not applicable.
(e) On April 1, 2021, after the expiration of the Offer and the consummation of the Merger, the Reporting Persons ceased to be the
beneficial owner of more than five percent of the shares of Common Stock.
Item 6 Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
The disclosure in Item 5 is hereby amended and supplemented as follows:
The information set forth in Item 4 hereof is hereby incorporated by reference into this Item 6.
A Joint Filing Agreement, dated April 2, 2021, by and among the Reporting Persons has been executed by the Reporting Persons, a copy of
which is attached hereto as Exhibit 99.5 and is incorporated herein by reference.