Fuglesang Christopher 4

4 · Pandion Therapeutics, Inc. · Filed Jul 21, 2020

Form 4

Period: 2020-07-17

Director10% Owner

Transactions

Conversion
Common Stock
2020-07-21+1,408,913→ 1,408,913 total(indirect: See footnote)
Award
Stock Option (right to buy)
2020-07-17+13,997→ 13,997 total
Exercise: $18.00Exp: 2030-07-16→ Common Stock (13,997 underlying)
Conversion
Series B Preferred Stock
2020-07-21−7,184,596→ 0 total(indirect: See footnote)
→ Common Stock (1,408,913 underlying)
Purchase
Common Stock
2020-07-21$18.00/sh+722,222$12,999,996→ 2,600,773 total(indirect: See footnote)

Footnotes (5)

[F1]Consists of 1,385,291 and 23,622 shares of Common Stock held by Boxer Capital, LLC ("Boxer Capital") and MVA Investors, LLC ("MVA Investors"), respectively.
[F2]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.
[F3]These securities are owned directly by Boxer Capital, and indirectly by the reporting person, Boxer Management and Joe Lewis, by virtue of their ownership in Boxer Capital. Mr. Fuglesang disclaims beneficial ownership of these securities to the extent he does not have a pecuniary interest therein.
[F4]These securities are owned directly and solely by MVA Investors, which has sole voting and dispositive power with respect to these securities. The reporting person is a member of MVA Investors. Mr. Fuglesang disclaims beneficial ownership of these securities to the extent he does not have a pecuniary interest therein.
[F5]This option award was granted on July 17, 2020. The shares underlying the award vest in equal monthly installments following July 17, 2020 through July 17, 2023, subject to the reporting person's continued service on each applicable vesting date.

Documents

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