Sec Form 13D Filing - GSK plc filing for Pandion Therapeutics Inc. (PAND) - 2021-04-08

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A1

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 240.13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934

Pandion Therapeutics, Inc.

(Name of Issuer)

Common Stock, Par Value $0.001

(Title of Class of Securities)

698340 10 6

(CUSIP Number)

Victoria A. Whyte

GlaxoSmithKline plc

980 Great West Road

Brentford, Middlesex TW8 9GS

England

Telephone: +44 (0)208 047 5000

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* 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.

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 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

 

Cusip No. 698340 10 613D/A1Page 2 of 7

 

 

         
1.   NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

GlaxoSmithKline plc
   
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)
 
WC
   
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     X    
6.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
England and Wales
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7.   SOLE VOTING POWER
 0
  8.   SHARED VOTING POWER
 
-0-
  9.   SOLE DISPOSITIVE POWER
 
 0
  10.   SHARED DISPOSITIVE POWER
 
-0-
11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 0
   
12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)   
   
13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.0%

   
14.   TYPE OF REPORTING PERSON (see instructions)

CO
   
Footnotes:        
         

 

Cusip No. 698340 10 613D/A1Page 3 of 7

 

Item 1.  Security and Issuer.

This Amendment No. 1 to Schedule 13D (this “Statement”) amends and supplements the statement on Schedule 13D originally filed on August 3, 2020 (the “Schedule 13D”) with respect to the shares of common stock, par value $0.001 per share (the “Common Stock”) of Pandion Therapeutics, Inc., a Delaware corporation (the “Issuer”). The Issuer’s principal executive offices are located at 134 Coolidge Avenue, Watertown, MA 02472. Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13D.

Item 2.  Identity and Background.

The response set forth in Item 2 of the Schedule 13D is hereby amended by deleting Schedule 1 in its entirety and replacing it with Schedule 1 attached.

Item 4.  Purpose of Transaction.

Item 4 is hereby superseded and replaced to read in full as follows:

The Reporting Person tendered 2,248,304 shares of Common Stock pursuant to the Offer to Purchase all of the outstanding shares of Common Stock made by Panama Merger Sub, Inc. (“Purchaser”), a wholly-owned subsidiary of Merck-Sharp & Dohme Corp (“Merck”), pursuant to the Agreement and Plan of Merger dated as of February 24, 2021, by and among the Issuer, Merck and Purchaser (the “Merger Agreement”). On April 1, 2021, Purchaser merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Merck (the “Merger”). At the effective time of the Merger (the “Effective Time”), the shares of Common Stock beneficially owned by the Reporting Person were canceled in exchange for $60.00 per share (the “Offer Price”) in cash, without interest and subject to any applicable withholding taxes.

Jill A. Carroll served as a director of the Issuer until the Effective Time. Ms. Carroll was an employee of GlaxoSmithKline LLC, an indirect, wholly-owned subsidiary of the Reporting Person until September 14, 2020 and was a Principal at GSK Equity Investments, Limited, formerly known as S.R. One, Limited (“GSK Eq Inv”), an indirect, wholly-owned subsidiary of the Reporting Person which directly held the Common Stock, until September 13, 2020. Ms. Carroll is currently a Partner of SR One Capital Management LP, an investment adviser that provides services to certain subsidiaries of the Reporting Person and is not itself a subsidiary of the Reporting Person.

Ms. Carroll held options exercisable for 13,997 shares of Common Stock (the “Options”) at an exercise price of $18.00 per share. The Options were issued in connection with her service as a director of the Issuer and Ms. Carroll is obligated to transfer any shares issued under these Options to GSK Eq Inv. Pursuant to the Merger Agreement, each outstanding option was cancelled and converted into the right to receive cash in an amount equal to the product of (i) the total number of shares of Common Stock subject to option immediately prior to the Effective Time, multiplied by (ii) the excess (if any), of (x) the Offer Price over (y) the exercise price payable per share of Common Stock underlying such option. Ms. Carroll is obligated to transfer such cash to GSK Eq Inv.

Item 5.  Interest in Securities of the Issuer.

The disclosure previously contained in Item 5 is hereby superseded and replaced to read as follows:

(a), (b)As a result of the consummation of the Merger Agreement, the Reporting Persons no longer have beneficial ownership of any shares of the Issuer’s Common Stock.
(c)Except as set forth in Item 4 of this Schedule 13D, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, without independent verification, any person named in Item 2 hereof, has effected any transaction in the Common Shares during the past 60 days.
(d)No person other than the Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities.
(e)The Reporting Persons ceased to be beneficial owners of 5% or more of the Issuer’s Common Stock on the Effective Time. Therefore, this is the final amendment to the Statement and an exit filing for the Reporting Person.

 

Cusip No. 698340 10 613D/A1Page 4 of 7

 

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 8, 2021

GLAXOSMITHKLINE PLC

By: /s/ Victoria A. Whyte

Name: Victoria A. Whyte
Title:    Authorized Signatory

 

 

Cusip No. 698340 10 613D/A1Page 5 of 7

 

       Schedule 1

 

Name

Business Address

Principal Occupation or Employment

Citizenship

Board of Directors      
Emma Walmsley 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Executive Director and Chief Executive Officer British
Charles Bancroft 980 Great West Road
Brentford
Middlesex, England
TW8 9GS

Company Director

 

US
Manvinder Singh Banga 980 Great West Road
Brentford
Middlesex, England
TW8 9GS

Company Director

 

British & Indian

 

Dr. Hal Barron

269 E. Grand Avenue,

South San Francisco,

CA 94080

 

Chief Scientific Officer & President, R&D US
Dr. Vivienne Cox 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Company Director British
Lynn Elsenhans 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Company Director US
Dr. Jesse Goodman 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Company Director US
Dr Laurie Glimcher 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Company Director US
Judy Lewent 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Company Director

US

 

Iain MacKay 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Executive Director & Chief Financial Officer British

 

Cusip No. 698340 10 613D/A1Page 6 of 7

 

Name

Business Address

Principal Occupation or Employment

Citizenship

Urs Rohner

 

980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Company Director Swiss
Sir Jonathan Symonds 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Chairman and Company Director British

 

 

 

Corporate Executive Team      
Emma Walmsley 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Executive Director and Chief Executive Officer British
Dr. Hal Barron

269 E. Grand Avenue,

South San Francisco,

CA 94080

Chief Scientific Officer & President, R&D

 

US
Roger Connor 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
President, Global Vaccines Irish
Diana Conrad 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Senior Vice President, Human Resoures Canadian
James Ford 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Senior Vice President & General Counsel British & US
Nick Hirons 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Senior Vice President, Global Ethics and Compliance British & US
Sally Jackson 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Senior Vice President, Global Communications and CEO Office British
Iain MacKay 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Executive Director & Chief Financial Officer British

 

Cusip No. 698340 10 613D/A1Page 7 of 7

 

 

Brian McNamara 184 Liberty Corner Road
Warren
NJ, 07059
Chief Executive Officer, GSK Consumer Healthcare US

Luke Miels

 

980 Great West Road
Brentford
Middlesex, England
TW8 9GS
President, Global Pharmaceuticals Australian
David Redfern 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Chief Strategy Officer British
Regis Simard 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
President Pharmaceutical Supply Chain French & British
Karenann Terrell 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Chief Digital and Technology Officer Canadian
Philip Thomson 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
President, Global Affairs British
Deborah Waterhouse 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Chief Executive Officer of ViiV Healthcare British