Sec Form 13G Filing - Access Industries Holdings LLC filing for Pandion Therapeutics Inc. (PAND) - 2020-07-24

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

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 disclosures provided in a prior cover page.

CUSIP No. 698340106

NAME OF REPORTING PERSON

AI Pan LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☐

SEC USE ONLY:

CITIZENSHIP OR PLACE OF ORGANIZATION:

State of Delaware

NUMBER OF 

SHARES 

BENEFICIALLY 

BY

OWNED BY 

EACH 

REPORTING 

PERSON 

WITH 

SOLE VOTING POWER:

0

SHARED VOTING POWER:

2,600,773

SOLE DISPOSITIVE POWER:

0

SHARED DISPOSITIVE POWER:

2,600,773

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

2,600,773

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):    ☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

9.1%⁽¹⁾

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

OO (Limited Liability Company)

Based on 28,525,774 shares of the Issuer’s Common Stock as of July 21, 2020, as reported in the Issuer’s prospectus supplement dated July 16, 2020.

CUSIP No. 698340106

NAME OF REPORTING PERSON

Access Industries Holdings LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☐

SEC USE ONLY:

CITIZENSHIP OR PLACE OF ORGANIZATION:

State of Delaware

NUMBER OF 

SHARES 

BENEFICIALLY 

BY 

OWNED BY 

EACH 

REPORTING 

PERSON 

WITH 

SOLE VOTING POWER:

0

SHARED VOTING POWER:

2,600,773

SOLE DISPOSITIVE POWER:

0

SHARED DISPOSITIVE POWER:

2,600,773

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

2,600,773

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):    ☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

9.1%⁽¹⁾

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

OO (Limited Liability Company)

Based on 28,525,774 shares of the Issuer’s Common Stock as of July 21, 2020, as reported in the Issuer’s prospectus supplement dated July 16, 2020.

CUSIP No. 698340106

NAME OF REPORTING PERSON

Access Industries Management, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☐

SEC USE ONLY:

CITIZENSHIP OR PLACE OF ORGANIZATION:

State of Delaware

NUMBER OF 

SHARES 

BENEFICIALLY 

BY 

OWNED BY 

EACH 

REPORTING 

PERSON 

WITH 

SOLE VOTING POWER:

0

SHARED VOTING POWER:

2,600,773

SOLE DISPOSITIVE POWER:

0

SHARED DISPOSITIVE POWER:

2,600,773

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

2,600,773

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):    ☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

9.1%⁽¹⁾

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

OO (Limited Liability Company)

Based on 28,525,774 shares of the Issuer’s Common Stock as of July 21, 2020, as reported in the Issuer’s prospectus supplement dated July 16, 2020.

CUSIP No. 698340106

NAME OF REPORTING PERSON

Len Blavatnik

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☐

SEC USE ONLY:

CITIZENSHIP OR PLACE OF ORGANIZATION:

United States of America

NUMBER OF 

SHARES 

BENEFICIALLY 

BY 

OWNED BY 

EACH 

REPORTING 

PERSON 

WITH 

SOLE VOTING POWER:

0

SHARED VOTING POWER:

2,600,773

SOLE DISPOSITIVE POWER:

0

SHARED DISPOSITIVE POWER:

2,600,773

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

2,600,773

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):    ☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

9.1%⁽¹⁾

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

IN

Based on 28,525,774 shares of the Issuer’s Common Stock as of July 21, 2020, as reported in the Issuer’s prospectus supplement dated July 16, 2020.

CUSIP No. 698340106

Name of Issuer:

Address of Issuer’s Principal Executive Offices:

Name of Person Filing:

Address of Principal Business Office or, if none, Residence:

Citizenship:

Title of Class of Securities:

CUSIP Number:

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:

CUSIP No. 698340106

Ownership.

Amount

beneficially

owned

Percent

of class:

Sole
power to
dispose or
to direct
the
disposition

of:

Shared

power to

dispose or

to direct

the

disposition

of:

AI Pan LLC

Access Industries Holdings LLC

Access Industries Management, LLC

Len Blavatnik

Ownership of Five Percent or Less of a Class.

Ownership of More than Five Percent on Behalf of Another Person.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the parent Holding Company or Control Person.

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

Certifications.

The undersigned, by signing his name hereto, executes this Joint Filing Agreement pursuant to the Power of Attorney executed on behalf of Mr. Blavatnik (filed as Exhibit 99.2 to this Schedule).