Sec Form 4 Filing - Goyal Vikas @ Pandion Therapeutics, Inc. - 2020-07-17

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Goyal Vikas
2. Issuer Name and Ticker or Trading Symbol
Pandion Therapeutics, Inc. [ PAND]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
See Remarks
(Last) (First) (Middle)
C/O PANDION THERAPEUTICS, INC.,, 134 COOLIDGE AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
07/17/2020
(Street)
WATERTOWN, MA02472
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 07/21/2020 C 7,044 A 86,314 D
Common Stock 07/21/2020 P 1,450 ( 2 ) A $ 18 87,764 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $ 18 07/17/2020 A 3,806 ( 3 ) 07/16/2030 Common Stock 3,806 $ 0 3,806 D
Stock Option (right to buy) $ 18 07/17/2020 A 13,935 ( 4 ) 07/16/2030 Common Stock 13,935 $ 0 13,935 D
Stock Option (right to buy) $ 18 07/17/2020 A 10,486 ( 5 ) 07/16/2030 Common Stock 10,486 $ 0 10,486 D
Series B Preferred Stock ( 1 ) 07/21/2020 C 35,922 ( 1 ) ( 1 ) Common Stock 7,044 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Goyal Vikas
C/O PANDION THERAPEUTICS, INC.,
134 COOLIDGE AVENUE
WATERTOWN, MA02472
See Remarks
Signatures
/s/ Edward Freedman, as attorney-in-fact for Vikas Goyal 07/21/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Series B Preferred Stock converted into Common Stock on a 5.0994-for-one basis upon the closing of the Issuer's initial public offering without payment of consideration. The Series B Preferred Stock was convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares had no expiration date.
( 2 )Represents shares purchased through a directed share program in connection with the initial public offering of Pandion Therapeutics, Inc.'s common stock, which closed on July 21, 2020. These shares of common stock were purchased at the public offering price of $18.00 per share.
( 3 )This option award was granted on July 17, 2020. 1/4 of the shares underlying the award shall vest on August 1, 2020, with the remainder of the shares vesting in equal monthly installments following August 1, 2020 through August 1, 2023, subject to the reporting person's continued service on each applicable vesting date.
( 4 )This option award was granted on July 17, 2020. 1/4 of the shares underlying the award shall vest on May 21, 2021, with the remainder of the shares vesting in equal monthly installments following May 21, 2021 through May 21, 2024, subject to the reporting person's continued service on each applicable vesting date.
( 5 )This option award was granted on June 25, 2020. 1/4 of the shares underlying the award shall vest on June 25, 2021, with the remainder of the shares vesting in equal monthly installments following June 25, 2021 through June 25, 2024, subject to the reporting person's continued service on each applicable vesting date.

Remarks:
Senior Vice President, Business Development

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