4//SEC Filing
Fuglesang Christopher 4
Accession 0000899243-21-014452
CIK 0001807901other
Filed
Mar 31, 8:00 PM ET
Accepted
Apr 1, 7:49 PM ET
Size
10.9 KB
Accession
0000899243-21-014452
Insider Transaction Report
Form 4
Fuglesang Christopher
Director10% Owner
Transactions
- Disposition from Tender
Common Stock
2021-04-01$60.00/sh−2,107,513$126,450,780→ 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) - Disposition from Tender
Common Stock
2021-04-01$60.00/sh−23,622$1,417,320→ 0 total(indirect: See footnote)
Footnotes (5)
- [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]These securities are owned directly by Boxer Capital, LLC ("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.
- [F3]These securities are owned directly and solely by MVA Investors, LLC ("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.
- [F4]All options were vested and exercisable as of immediately prior to the Effective Time.
- [F5]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 0001465835
Filing Metadata
- Form type
- 4
- Filed
- Mar 31, 8:00 PM ET
- Accepted
- Apr 1, 7:49 PM ET
- Size
- 10.9 KB