Statement of Ownership (sc 13g)
16 Fevereiro 2021 - 6:52PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. )*
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:
x 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 the disclosures provided in a prior cover page.
The information required in 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 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
CUSIP No. 698340106
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
RA Capital Management, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨
(b) ¨
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
1,770,023
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
1,770,023
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,770,023
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.0%
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, PN
|
CUSIP No. 698340106
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Peter Kolchinsky
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨
(b) ¨
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
1,770,023
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
1,770,023
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,770,023
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.0%
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, IN
|
CUSIP No. 698340106
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Rajeev Shah
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨
(b) ¨
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
1,770,023
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
1,770,023
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,770,023
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.0%
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, IN
|
|
Item 1(a).
|
Name of Issuer:
|
|
|
Pandion Therapeutics, Inc. (the “Issuer”)
|
|
Item 1(b).
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Address of Issuer’s Principal Executive Offices:
|
|
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134 Coolidge Avenue, Watertown, MA 02472
|
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Item 2(a).
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Names of Persons Filing:
|
|
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The names of the persons filing this report (collectively, the “Reporting Persons”) are:
|
|
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RA Capital Management, L.P. (“RA Capital”)
|
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Item 2(b).
|
Address of Principal Business Office or, if None, Residence:
|
|
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The address of the principal business office of each of the Reporting Persons is:
|
|
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c/o RA Capital Management, L.P., 200 Berkeley Street, 18th Floor, Boston MA 02116
|
|
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RA Capital and the Fund are Delaware limited partnerships. Dr. Kolchinsky and Mr. Shah are United States citizens.
|
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Item 2(d).
|
Title of Class of Securities:
|
|
|
Common stock, par value $0.001 per share (“Common Stock”)
|
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Item 3.
|
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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(e) RA Capital Management, L.P. is a registered investment adviser and is filing this statement in accordance with §240.13d-1(b)(1)(ii)(E);
|
|
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(g) Peter Kolchinsky and Rajeev Shah are control persons and are filing this statement in accordance with §240.13d-1(b)(1)(ii)(G).
|
|
|
The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover
pages to this Schedule 13G. The ownership percentages reported are based on 29,519,902 outstanding Common Stock, as reported in
the Issuer’s 10-Q filed on November 16, 2020.
|
|
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RA Capital Healthcare Fund, L.P. (the “Fund”) directly holds 1,097,544 shares of Common Stock. RA Capital
Nexus Fund, L.P. (the “Nexus Fund”) holds 512,331 shares of Common Stock. A separately managed account (the
“Account”) holds 160,148 shares of Common Stock.
|
|
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RA Capital Healthcare Fund GP, LLC is the general partner of the Fund and RA Capital Nexus Fund GP, LLC is the general partner
of the Nexus Fund. The general partner of RA Capital is RA Capital Management GP, LLC, of which Dr. Kolchinsky and Mr. Shah are
the controlling persons. RA Capital serves as investment adviser for the Fund, the Nexus Fund, and the Account and may be deemed
a beneficial owner, for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the “Act”), of any securities
of the Issuer held by the Fund, the Nexus Fund, and the Account. The Fund and the Nexus Fund have delegated to RA Capital the
sole power to vote and the sole power to dispose of all securities held in the Fund’s and the Nexus Fund’s portfolios,
including the shares of the Issuer’s Common Stock reported herein. Because the Fund and the Nexus Fund have divested
themselves of voting and investment power over the reported securities they hold and may not revoke that delegation on less than
61 days’ notice, the Fund and the Nexus Fund disclaim beneficial ownership of the securities they hold for purposes
of Section 13(d) of the Act and therefore disclaim any obligation to report ownership of the reported securities under Section
13(d) of the Act. As managers of RA Capital, Dr. Kolchinsky and Mr. Shah may be deemed beneficial owners, for purposes of Section
13(d) of the Act, of any securities of the Issuer beneficially owned by RA Capital. RA Capital, Dr. Kolchinsky, and Mr. Shah disclaim
beneficial ownership of the securities reported in this Schedule 13G Statement (the “Statement”) other than for the
purpose of determining their obligations under Section 13(d) of the Act, and the filing of the Statement shall not be deemed an
admission that either RA Capital, Dr. Kolchinsky, or Mr. Shah is the beneficial owner of such securities for any other purpose.
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Item 5.
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Ownership of Five Percent or Less of a Class.
|
|
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If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial
owner of more than five percent of the class of securities, check the following ¨.
|
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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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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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Item 8.
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Identification and Classification of Members of the Group.
|
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Item 9.
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Notice of Dissolution of Group.
|
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing
or influencing the control of the issuer of the securities 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 § 240.14a-11.
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SIGNATURE
After reasonable inquiry and to the best
of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete
and correct.
Date: February 16, 2021
RA CAPITAL MANAGEMENT, L.P.
|
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Title: Authorized Signatory
|
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PETER KOLCHINSKY
RAJEEV SHAH
EXHIBIT 1
AGREEMENT
This Joint Filing Agreement, dated as of February 16,
2021, is by and among RA Capital Management, L.P., Peter Kolchinsky, and Rajeev Shah (the foregoing are collectively referred
to herein as the “Filers”).
Each of the Filers may be required to file with the United States
Securities and Exchange Commission a statement on Schedule 13G and/or 13D with respect to Common Stock, par value $0.001 per share
of Pandion Therapeutics, Inc. beneficially owned by them from time to time.
Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated
under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13G and/or
13D (and any amendments thereto) on behalf of each of such parties, and hereby further agree to file this Joint Filing Agreement
as an exhibit to such statement, as required by such rule.
This Joint Filing Agreement may be terminated by any of the
Filers upon one week’s prior written notice or such lesser period of notice as the Filers may mutually agree.
Executed and delivered as of the date first above written.
RA CAPITAL MANAGEMENT, L.P.
|
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Title: Authorized Signatory
|
|
PETER KOLCHINSKY
RAJEEV SHAH
Pandion Therapeutics (NASDAQ:PAND)
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