SEC Form SC 13G/A filed

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

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.

  NAME OF REPORTING PERSON

  AI Pan LLC

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

  (a)  ☐        (b)  ☐

  SEC USE ONLY:

  CITIZENSHIP OR PLACE OF ORGANIZATION:

  State of Delaware

NUMBER OF

SHARES

BENEFICIALLY

BY OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER:

  0

  SHARED VOTING POWER:

  2,827,883

  SOLE DISPOSITIVE POWER:

  0

  SHARED DISPOSITIVE POWER:

  2,827,883

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

  2,827,883

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

  9.6%⁽¹⁾

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

  OO (Limited Liability Company)

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.

  NAME OF REPORTING PERSON

  Access Industries Holdings LLC

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

  (a)  ☐        (b)  ☐

  SEC USE ONLY:

  CITIZENSHIP OR PLACE OF ORGANIZATION:

  State of Delaware

NUMBER OF

SHARES

BENEFICIALLY

BY OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER:

  0

  SHARED VOTING POWER:

  2,827,883

  SOLE DISPOSITIVE POWER:

  0

  SHARED DISPOSITIVE POWER:

  2,827,883

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

  2,827,883

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

  9.6% ⁽¹⁾

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

  OO (Limited Liability Company)

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.

  NAME OF REPORTING PERSON

  Access Industries Management, LLC

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

  (a)  ☐        (b)  ☐

  SEC USE ONLY:

  CITIZENSHIP OR PLACE OF ORGANIZATION:

  State of Delaware

NUMBER OF

SHARES

BENEFICIALLY

BY OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER:

  0

  SHARED VOTING POWER:

  2,827,883

  SOLE DISPOSITIVE POWER:

  0

  SHARED DISPOSITIVE POWER:

  2,827,883

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

  2,827,883

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

  9.6% ⁽¹⁾

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

  OO (Limited Liability Company)

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.

  NAME OF REPORTING PERSON

  Len Blavatnik

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

  (a)  ☐        (b)  ☐

  SEC USE ONLY:

  CITIZENSHIP OR PLACE OF ORGANIZATION:

  United States of America

NUMBER OF

SHARES

BENEFICIALLY

BY OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER:

  0

  SHARED VOTING POWER:

  2,827,883

  SOLE DISPOSITIVE POWER:

  0

  SHARED DISPOSITIVE POWER:

  2,827,883

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

  2,827,883

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

  9.6% ⁽¹⁾

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

  IN

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.

Name of Issuer:

Pandion Therapeutics, Inc. (the “Issuer”).

Address of Issuer’s Principal Executive Offices:

134 Coolidge Avenue

Watertown, Massachusetts 02472

Name of Person Filing:

AI Pan LLC

Access Industries Holdings LLC

Access Industries Management, LLC

Len Blavatnik

Address of Principal Business Office or, if none, Residence:

The address of each of the Reporting Persons is:

Citizenship:

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.

Title of Class of Securities:

Common stock, par value $0.001 per share (“Common Stock”)

CUSIP Number:

698340106

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:

Ownership.

Amount

beneficially

owned

Percent

of class:

Sole
power to
dispose or
to direct
the
disposition

of:

Shared

power to

dispose or

to direct

the

disposition

of:

AI Pan LLC

Access Industries Holdings LLC

Access Industries Management, LLC

Len Blavatnik

Ownership of Five Percent or Less of a Class.

Ownership of More than Five Percent on Behalf of Another Person.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the parent Holding Company or Control Person.

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

Certifications.

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.