• Live Feeds
    • Press Releases
    • Insider Trading
    • FDA Approvals
    • Analyst Ratings
    • Insider Trading
    • SEC filings
    • Market insights
  • Analyst Ratings
  • Alerts
  • Subscriptions
  • Settings
  • RSS Feeds
Quantisnow Logo
  • Live Feeds
    • Press Releases
    • Insider Trading
    • FDA Approvals
    • Analyst Ratings
    • Insider Trading
    • SEC filings
    • Market insights
  • Analyst Ratings
  • Alerts
  • Subscriptions
  • Settings
  • RSS Feeds
PublishDashboard
    Quantisnow Logo

    © 2025 quantisnow.com
    Democratizing insights since 2022

    Services
    Live news feedsRSS FeedsAlertsPublish with Us
    Company
    AboutQuantisnow PlusContactJobsAI employees
    Legal
    Terms of usePrivacy policyCookie policy

    SEC Form SC 13D/A filed by Pandion Therapeutics Inc. (Amendment)

    4/2/21 9:54:00 AM ET
    $PAND
    Get the next $PAND alert in real time by email
    SC 13D/A 1 d355651dsc13da.htm SC 13D/A SC 13D/A

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

     

    SCHEDULE 13D

    Under the Securities Exchange Act of 1934

    (Amendment No. 1)*

     

     

    Pandion Therapeutics, Inc.

    (Name of Issuer)

    Common Stock, par value $0.001 per share

    (Title of Class of Securities)

    698340106

    (CUSIP Number)

    Alejandro Moreno

    c/o Access Industries, Inc.

    40 West 57th Street, 28th Floor

    New York, New York 10019

    (212) 247-6400

    with copies to:

    Matthew E. Kaplan

    Debevoise & Plimpton LLP

    919 Third Avenue

    New York, New York 10022

    (212) 909-6000

    (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

    April 1, 2021

    (Date of Event which Requires Filing of this Statement)

     

     

    If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ☒

     

     

     


    CUSIP No. 698340106

     

      1    

      NAME OF REPORTING PERSON.

     

      AI Pan LLC

      2  

      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

      (a)  ☐        (b)  ☐

     

      3  

      SEC USE ONLY

     

      4  

      SOURCE OF FUNDS (SEE INSTRUCTIONS)

     

      AF

      5  

      CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

     

      ☐

      6  

      CITIZENSHIP OR PLACE OF ORGANIZATION

     

      State of Delaware

    NUMBER OF

    SHARES

    BENEFICIALLY

    OWNED BY

    EACH

    REPORTING

    PERSON

    WITH

     

         7     

      SOLE VOTING POWER

     

      0 shares

         8   

      SHARED VOTING POWER

     

      0 shares

         9   

      SOLE DISPOSITIVE POWER

     

      0 shares

       10   

      SHARED DISPOSITIVE POWER

     

      0 shares

    11    

      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

      0 shares

    12  

      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

     

      ☐

    13  

      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);

     

      0%(1)

    14  

      TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     

      OO (Limited Liability Company)


    CUSIP No. 698340106

     

      1    

      NAME OF REPORTING PERSON.

     

      Access Industries Holdings LLC

      2  

      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

      (a)  ☐        (b)  ☐

     

      3  

      SEC USE ONLY

     

      4  

      SOURCE OF FUNDS (SEE INSTRUCTIONS)

     

      AF

      5  

      CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

     

      ☐

      6  

      CITIZENSHIP OR PLACE OF ORGANIZATION

     

      State of Delaware

    NUMBER OF

    SHARES

    BENEFICIALLY

    OWNED BY

    EACH

    REPORTING

    PERSON

    WITH

     

         7     

      SOLE VOTING POWER

     

      0 shares

         8   

      SHARED VOTING POWER

     

      0 shares

         9   

      SOLE DISPOSITIVE POWER

     

      0 shares

       10   

      SHARED DISPOSITIVE POWER

     

      0 shares

    11    

      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

      0 shares

    12  

      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

     

      ☐

    13  

      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);

     

      0%(1)

    14  

      TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     

      OO (Limited Liability Company)


    CUSIP No. 698340106

     

      1    

      NAME OF REPORTING PERSON.

     

      Access Industries Management, LLC

      2  

      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

      (a)  ☐        (b)  ☐

     

      3  

      SEC USE ONLY

     

      4  

      SOURCE OF FUNDS (SEE INSTRUCTIONS)

     

      AF

      5  

      CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

     

      ☐

      6  

      CITIZENSHIP OR PLACE OF ORGANIZATION

     

      State of Delaware

    NUMBER OF

    SHARES

    BENEFICIALLY

    OWNED BY

    EACH

    REPORTING

    PERSON

    WITH

     

         7     

      SOLE VOTING POWER

     

      0 shares

         8   

      SHARED VOTING POWER

     

      0 shares

         9   

      SOLE DISPOSITIVE POWER

     

      0 shares

       10   

      SHARED DISPOSITIVE POWER

     

      0 shares

    11    

      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

      shares

    12  

      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

     

      ☐

    13  

      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);

     

      0%(1)

    14  

      TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     

      OO (Limited Liability Company)


    CUSIP No. 698340106

     

      1    

      NAME OF REPORTING PERSON.

     

      Len Blavatnik

      2  

      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

      (a)  ☐        (b)  ☐

     

      3  

      SEC USE ONLY

     

      4  

      SOURCE OF FUNDS (SEE INSTRUCTIONS)

     

      AF

      5  

      CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

     

      ☐

      6  

      CITIZENSHIP OR PLACE OF ORGANIZATION

     

      United States of America

    NUMBER OF

    SHARES

    BENEFICIALLY

    OWNED BY

    EACH

    REPORTING

    PERSON

    WITH

     

         7     

      SOLE VOTING POWER

     

      0 shares

         8   

      SHARED VOTING POWER

     

      0 shares

         9   

      SOLE DISPOSITIVE POWER

     

      0 shares

       10   

      SHARED DISPOSITIVE POWER

     

      0 shares

    11    

      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

      0 shares

    12  

      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

     

      ☐

    13  

      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);

     

      0%(1)

    14  

      TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     

      IN


    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.


    Item 7 Materials to Be Filed as Exhibits

     

    Exhibit    Description
    99.5    Joint Filing Agreement, dated as of April 2, 2021.


    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: April 2, 2021

     

    AI PAN LLC   

    By: Access Industries Management LLC, its Manager

     

    /s/ Alejandro Moreno

    Name: Alejandro Moreno
    Title: Executive Vice President

    ACCESS INDUSTRIES HOLDINGS LLC
      

    By: Access Industries Management LLC, its Manager

     

    /s/ Alejandro Moreno

    Name: Alejandro Moreno
    Title: Executive Vice President

    ACCESS INDUSTRIES MANAGEMENT, LLC
      

    /s/ Alejandro Moreno

    Name: Alejandro Moreno
    Title: Executive Vice President

      

    /s/ *

       Name: Leonard Blavatnik

     

     

    *

    The undersigned, by signing his name hereto, executes this Schedule 13D pursuant to the Limited Power of Attorney executed on behalf of Mr. Blavatnik and filed herewith.

     

    By:  

    /s/ Alejandro Moreno

      Name: Alejandro Moreno
      Attorney-in-Fact
    Get the next $PAND alert in real time by email

    Chat with this insight

    Save time and jump to the most important pieces.

    Recent Analyst Ratings for
    $PAND

    DatePrice TargetRatingAnalyst
    More analyst ratings

    $PAND
    Leadership Updates

    Live Leadership Updates

    See more
    • NodThera Appoints Chief Medical Officer and Chief Financial Officer

      CAMBRIDGE, England & BOSTON & SEATTLE--(BUSINESS WIRE)--NodThera, a biotechnology company developing a new class of medicines that inhibit the NLRP3 inflammasome to treat chronic inflammation, today announced the expansion of its senior leadership team with the appointments of Donald Johns, M.D., as Chief Medical Officer and Katina Dorton, J.D., MBA, as Chief Financial Officer. Dr. Johns is an accomplished drug development leader and board-certified clinical neurologist who previously served as Chief Medical Officer and Executive Vice President of Medical and Scientific Affairs at Syntimmune, prior to the company’s acquisition by Alexion Pharmaceuticals. Ms. Dorton is a recognized

      12/15/20 8:00:00 AM ET
      $PAND
      $FULC
      $ECOL
      Biotechnology: Pharmaceutical Preparations
      Health Care
      Environmental Services
      Public Utilities
    • Pandion Therapeutics Appoints Katina Dorton to its Board of Directors

      WATERTOWN, Mass., Dec. 03, 2020 (GLOBE NEWSWIRE) -- Pandion Therapeutics, Inc. (Nasdaq: PAND), a clinical-stage biotechnology company developing novel therapeutics designed to address the unmet needs of patients living with autoimmune diseases, today announced the appointment of Katina Dorton, J.D., M.B.A., to Pandion’s board of directors and as chair of the audit committee. Ms. Dorton assumes the position of chair of the audit committee from Christopher Fuglesang, Ph.D., J.D., who will continue to serve as a member of the board and audit committee. Mitchell Mutz, Ph.D., resigned from the Company’s board on December 2, 2020. “Ms. Dorton brings to Pandion over two decades of financial expe

      12/3/20 8:00:00 AM ET
      $PAND
      $ECOL
      $MS
      $FULC
      Environmental Services
      Public Utilities
      Investment Bankers/Brokers/Service
      Finance

    $PAND
    Analyst Ratings

    Analyst ratings in real time. Analyst ratings have a very high impact on the underlying stock. See them live in this feed.

    See more
    • SVB Leerink resumed coverage on Pandion Therapeutics with a new price target

      SVB Leerink resumed coverage of Pandion Therapeutics with a rating of Market Perform and set a new price target of $60.00

      3/4/21 8:24:57 AM ET
      $PAND
    • Morgan Stanley resumed coverage on Pandion Therapeutics with a new price target

      Morgan Stanley resumed coverage of Pandion Therapeutics with a rating of Equal Weight and set a new price target of $60.00 from $25.00 previously

      3/4/21 8:24:08 AM ET
      $PAND
    • Pandion Therapeutics downgraded by Morgan Stanley with a new price target

      Morgan Stanley downgraded Pandion Therapeutics from Overweight to Equal-Weight and set a new price target of $60.00 from $25.00 previously

      2/26/21 9:18:02 AM ET
      $PAND

    $PAND
    Insider Trading

    Insider transactions reveal critical sentiment about the company from key stakeholders. See them live in this feed.

    See more
    • SEC Form 4: L. Joanne Viney decreased direct ownership by 100% to 0 units

      4 - Pandion Therapeutics, Inc. (0001807901) (Issuer)

      4/1/21 7:59:21 PM ET
      $PAND
    • SEC Form 4: Vikas Goyal decreased direct ownership by 100% to 0 units

      4 - Pandion Therapeutics, Inc. (0001807901) (Issuer)

      4/1/21 7:58:39 PM ET
      $PAND
    • SEC Form 4: L Alan Crane decreased direct ownership by 100% to 0 units

      4 - Pandion Therapeutics, Inc. (0001807901) (Issuer)

      4/1/21 7:57:32 PM ET
      $PAND

    $PAND
    Press Releases

    Fastest customizable press release news feed in the world

    See more
    • Merck Completes Acquisition of Pandion Therapeutics

      KENILWORTH, N.J.--(BUSINESS WIRE)--Merck (NYSE: MRK), known as MSD outside the United States and Canada, today announced the successful completion of the cash tender offer, through a subsidiary, for all of the outstanding shares of common stock of Pandion Therapeutics, Inc. (Nasdaq: PAND) at a purchase price of $60 per share. As of the tender offer expiration, 27,770,123 shares of common stock of Pandion were validly tendered and not withdrawn from the tender offer, representing approximately 88.6% percent of the outstanding common stock of Pandion on a fully diluted basis. All such shares have been accepted for payment in accordance with the terms of the tender offer, and Merck exp

      4/1/21 8:30:00 AM ET
      $PAND
    • Merck Begins Tender Offer to Acquire Pandion Therapeutics

      KENILWORTH, N.J.--(BUSINESS WIRE)--Merck (NYSE: MRK), known as MSD outside the United States and Canada, is commencing today, through a subsidiary, a cash tender offer to purchase all outstanding shares of common stock of Pandion Therapeutics, Inc. (Nasdaq: PAND). On Feb. 25, 2021, Merck announced its intent to acquire Pandion. Upon the successful closing of the tender offer, stockholders of Pandion will receive $60 in cash for each share of Pandion common stock validly tendered and not validly withdrawn in the offer, without interest and less any required withholding taxes. Following the purchase of shares in the tender offer, Pandion will become a subsidiary of Merck. Merck will

      3/4/21 6:45:00 AM ET
      $MRK
      $PAND
      Biotechnology: Pharmaceutical Preparations
      Health Care
    • Merck to Acquire Pandion Therapeutics

      KENILWORTH, N.J & WATERTOWN, Mass.--(BUSINESS WIRE)--Merck (NYSE: MRK), known as MSD outside the United States and Canada, and Pandion Therapeutics, Inc. (Nasdaq: PAND) today announced that the companies have entered into a definitive agreement, under which Merck, through a subsidiary, will acquire Pandion, a clinical-stage biotechnology company developing novel therapeutics designed to address the unmet needs of patients living with autoimmune diseases, for $60 per share in cash. This represents an approximate total equity value of $1.85 billion. “This acquisition builds upon Merck’s strategy to identify and secure candidates with differentiated and potentially foundational charac

      2/25/21 6:45:00 AM ET
      $MRK
      $PAND
      Biotechnology: Pharmaceutical Preparations
      Health Care

    $PAND
    SEC Filings

    See more
    • SEC Form 15-12B filed by Pandion Therapeutics Inc.

      15-12B - Pandion Therapeutics, Inc. (0001807901) (Filer)

      4/12/21 6:54:59 AM ET
      $PAND
    • SEC Form EFFECT filed by Pandion Therapeutics Inc.

      EFFECT - Pandion Therapeutics, Inc. (0001807901) (Filer)

      4/6/21 12:15:17 AM ET
      $PAND
    • SEC Form EFFECT filed by Pandion Therapeutics Inc.

      EFFECT - Pandion Therapeutics, Inc. (0001807901) (Filer)

      4/6/21 12:15:16 AM ET
      $PAND

    $PAND
    Large Ownership Changes

    This live feed shows all institutional transactions in real time.

    See more
    • SEC Form SC 13G/A filed by Pandion Therapeutics Inc. (Amendment)

      SC 13G/A - Pandion Therapeutics, Inc. (0001807901) (Subject)

      5/17/21 4:35:46 PM ET
      $PAND
    • SEC Form SC 13D/A filed by Pandion Therapeutics Inc. (Amendment)

      SC 13D/A - Pandion Therapeutics, Inc. (0001807901) (Subject)

      4/8/21 5:24:29 PM ET
      $PAND
    • SEC Form SC 13D/A filed by Pandion Therapeutics Inc. (Amendment)

      SC 13D/A - Pandion Therapeutics, Inc. (0001807901) (Subject)

      4/2/21 9:54:00 AM ET
      $PAND

    $PAND
    Financials

    Live finance-specific insights

    See more
    • Merck Completes Acquisition of Pandion Therapeutics

      KENILWORTH, N.J.--(BUSINESS WIRE)--Merck (NYSE: MRK), known as MSD outside the United States and Canada, today announced the successful completion of the cash tender offer, through a subsidiary, for all of the outstanding shares of common stock of Pandion Therapeutics, Inc. (Nasdaq: PAND) at a purchase price of $60 per share. As of the tender offer expiration, 27,770,123 shares of common stock of Pandion were validly tendered and not withdrawn from the tender offer, representing approximately 88.6% percent of the outstanding common stock of Pandion on a fully diluted basis. All such shares have been accepted for payment in accordance with the terms of the tender offer, and Merck exp

      4/1/21 8:30:00 AM ET
      $PAND