Amended Statement of Ownership (sc 13g/a)
May 17 2021 - 4:40PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
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)
___________May 17, 2021__________
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
*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
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
RA Capital Management, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨
(b) ¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5
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SOLE VOTING POWER
0
|
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6
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SHARED VOTING POWER
0
|
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
|
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, PN
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CUSIP No. 698340106
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Peter Kolchinsky
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨
(b) ¨
|
|
3
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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
0
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
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SHARED DISPOSITIVE POWER
0
|
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
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
0%
|
|
12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, IN
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CUSIP No. 698340106
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Rajeev Shah
|
|
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨
(b) ¨
|
|
3
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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
0
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
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
0%
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, IN
|
|
|
Item 1(a).
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Name of Issuer:
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Pandion Therapeutics, Inc. (the “Issuer”)
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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:
RA Capital Management, L.P. (“RA Capital”)
Peter Kolchinsky
Rajeev Shah
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Item 2(b).
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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:
c/o RA Capital Management, L.P., 200 Berkeley Street, 18th
Floor, Boston MA 02116
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).
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Title of Class of Securities:
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Common stock, par value $0.001 per
share (“Common Stock”)
698340106
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Item 3.
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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);
(g) Peter Kolchinsky and Rajeev Shah are control persons
and are filing this statement in accordance with §240.13d-1(b)(1)(ii)(G).
Provide the following information
regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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(a)
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Amount Beneficially Owned:
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See the response(s) to Item 9 on the attached cover page(s).
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(b)
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Percent of Class:
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See the response(s) to Item 11 on the attached cover page(s).
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote:
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See the response(s) to Item 5 on the attached cover page(s).
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(ii)
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shared power to vote or to direct the vote
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See the response(s) to Item 6 on the attached cover page(s).
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(iii)
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sole power to dispose or to direct the disposition of
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See the response(s) to Item 7 on the attached cover page(s).
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(iv)
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shared power to dispose or to direct the disposition of
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See the response(s) to Item 8 on the attached cover page(s).
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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 x.
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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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Not applicable.
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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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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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Not applicable.
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Item 9.
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Notice of Dissolution of Group.
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Not applicable.
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.
Exhibits
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1
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Joint Filing Agreement by and among the Reporting Persons is incorporated herein by reference to Exhibit 1 to the Schedule 13G
filed by the Reporting Persons with the Securities and Exchange Commission on February 16, 2021.
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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: May 17, 2021
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RA CAPITAL
MANAGEMENT, L.P.
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By:
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/s/ Peter Kolchinsky
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Name:
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Peter Kolchinsky
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Title:
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Authorized Signatory
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PETER KOLCHINSKY
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/s/ Peter Kolchinsky
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RAJEEV SHAH
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/s/ Rajeev Shah
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