4//SEC Filing
Becker Daniel J. 4
Accession 0000899243-21-014451
CIK 0001807901other
Filed
Mar 31, 8:00 PM ET
Accepted
Apr 1, 7:49 PM ET
Size
10.8 KB
Accession
0000899243-21-014451
Insider Transaction Report
Form 4
Becker Daniel J.
Director
Transactions
- Disposition from Tender
Common Stock
2021-04-01$60.00/sh−1,000$60,000→ 0 total - Disposition from Tender
Common Stock
2021-04-01$60.00/sh−2,827,883$169,672,980→ 0 total(indirect: See footnote) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2021-04-01−13,997→ 0 totalExercise: $18.00Exp: 2030-07-16→ Common Stock (13,997 underlying)
Footnotes (4)
- [F1]Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated February 24, 2021, among Pandion Therapeutics, Inc. (the "Company"), Merck Sharp & Dohme Corp. ("Merck") and Panama Merger Sub, Inc. ("Merger Sub"), Merger Sub commenced a tender offer (the "Offer") to purchase all outstanding Company common stock for the price of $60.00 per share in cash (the "Offer Price"). On April 1, 2021, the Offer consummated, after which Merger Sub merged with and into the Company (the "Merger") and the Company became a wholly owned subsidiary of Merck. At the consummation of the Offer and the Merger, respectively, (i) Merger Sub purchased all shares of Company common stock that were validly tendered pursuant to the Offer for a cash payment equal to the Offer Price and (ii) all shares of Company common stock outstanding immediately prior to the effective time of the Merger (the "Effective Time"), were cancelled and converted automatically into the right to receive the Offer Price.
- [F2]The shares reported are held directly by AI Pan LLC ("AI Pan"). Each of Access Industries Holdings LLC, Access Industries Management, LLC and Len Blavatnik may be deemed to beneficially own the Company's shares beneficially owned by AI Pan, a subsidiary in a multi-tier corporate structure of which Access Industries Holdings LLC is the parent holding company and is ultimately managed by Access Industries Management, LLC and controlled by Mr. Blavatnik. Mr. Becker is a biotechnology principal of Access Industries, Inc., an affiliate of Access Industries Management LLC, and does not have voting or dispositive power over the shares held by AI Pan. Mr. Becker disclaims beneficial ownership of the shares held by AI Pan.
- [F3]All options were vested and exercisable as of immediately prior to the Effective Time.
- [F4]Disposed of pursuant to the Merger Agreement in exchange for the excess of the Offer Price over the exercise price of the option.
Documents
Issuer
Pandion Therapeutics, Inc.
CIK 0001807901
Entity typeother
Related Parties
1- filerCIK 0001752139
Filing Metadata
- Form type
- 4
- Filed
- Mar 31, 8:00 PM ET
- Accepted
- Apr 1, 7:49 PM ET
- Size
- 10.8 KB