UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 




 

Pandion Therapeutics, Inc.
(Name of Issuer)

 

 

Common Stock
(Title of Class of Securities)

 

 

698340106
(CUSIP Number)

 

 

July 17, 2020
(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

o Rule 13d-1(b)

x Rule 13d-1(c)

o 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 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  SCHEDULE 13G Page 2 of 10 Pages

 

         
1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 

 

OrbiMed Advisors LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) o

(b) o

 
3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

1,040,825

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

1,040,825

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,040,825

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

 

 

o
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

3.6%*

12

TYPE OF REPORTING PERSON (See Instructions)

 

IA

 

* This percentage is calculated based upon 28,525,774 outstanding shares of common stock, par value $0.001 per share (the “Shares”) of Pandion Therapeutics, Inc. (the “Issuer”), as set forth in the Issuer’s Rule 424(b)(4) Prospectus filed with the Securities and Exchange Commission on July 16, 2020.

 

 

   

 

 CUSIP No. 698340106  SCHEDULE 13G Page 3 of 10 Pages

 

         
1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 

 

OrbiMed Capital GP VII LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) o

(b) o

 
3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

747,414

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

747,414

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

747,414

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

 

 

o
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

2.6%*

12

TYPE OF REPORTING PERSON (See Instructions)

 

OO

 

* This percentage is calculated based upon 28,525,774 outstanding shares of common stock, par value $0.001 per share (the “Shares”) of Pandion Therapeutics, Inc. (the “Issuer”), as set forth in the Issuer’s Rule 424(b)(4) Prospectus filed with the Securities and Exchange Commission on July 16, 2020.

 

 

   

 

 CUSIP No. 698340106  SCHEDULE 13G Page 4 of 10 Pages

 

         
1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 

 

OrbiMed Genesis GP LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) o

(b) o

 
3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

293,411

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

293,411

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

293,411

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

 

 

o
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

1.0%*

12

TYPE OF REPORTING PERSON (See Instructions)

 

OO

 

* This percentage is calculated based upon 28,525,774 outstanding shares of common stock, par value $0.001 per share (the “Shares”) of Pandion Therapeutics, Inc. (the “Issuer”), as set forth in the Issuer’s Rule 424(b)(4) Prospectus filed with the Securities and Exchange Commission on July 16, 2020.

 

 

   

 

 CUSIP No. 698340106  SCHEDULE 13G Page 5 of 10 Pages

 

         
1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 

 

OrbiMed Capital LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) o

(b) o

 
3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER

 

440,115

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

440,115

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

440,115

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

 

 

o
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

1.5%*

12

TYPE OF REPORTING PERSON (See Instructions)

 

IA

 

* This percentage is calculated based upon 28,525,774 outstanding shares of common stock, par value $0.001 per share (the “Shares”) of Pandion Therapeutics, Inc. (the “Issuer”), as set forth in the Issuer’s Rule 424(b)(4) Prospectus filed with the Securities and Exchange Commission on July 16, 2020.

 

 

   

 

CUSIP No.  698340106  SCHEDULE 13G Page 6 of 10 Pages

 

Item 1.   (a) Name of Issuer:

Pandion Therapeutics, Inc.

    (b) Address of Issuer’s Principal Executive Offices:

134 Coolidge Avenue

Watertown, Massachusetts 02472

 

Item 2.   (a) Name of Person Filing:

This Schedule 13G is being filed by OrbiMed Advisors LLC (“Advisors”), a limited liability company organized under the laws of Delaware, OrbiMed Capital GP VII LLC (“GP VII”), a limited liability company organized under the laws of Delaware, OrbiMed Genesis GP LLC (“OrbiMed Genesis”), a limited liability company organized under the laws of Delaware, and OrbiMed Capital LLC (“Capital”), a limited liability company organized under the laws of Delaware (collectively, the “Reporting Persons”).

See Exhibit A for the Reporting Persons’ agreement for a joint filing of a single statement on their behalf.

    (b) Address of Principal Business Office:

601 Lexington Avenue, 54th Floor

New York, NY 10022

    (c) Citizenship:

Please refer to Item 4 on each cover sheet for each filing person.

    (d) Title of Class of Securities:

Common Stock

    (e) CUSIP No.:

698340106

 

 

   

 

 CUSIP No. 698340106  SCHEDULE 13G Page 7 of 10 Pages

 

 

Item 3.

Not Applicable

 

Item 4. Ownership:

 

GP VII is the general partner of OrbiMed Private Investments VII, LP (“OPI VII”), which holds 747,414 Shares and OrbiMed Genesis is the general partner of OrbiMed Genesis Master Fund, L.P. (“Genesis Master Fund”), which holds 293,411 Shares. Advisors is an investment advisor in accordance with Rule 13d-1(b)(1)(ii)(E) under the Securities Exchange Act of 1934, as amended, and is the managing member of GP VII and OrbiMed Genesis. As a result, Advisors and GP VII share the power to direct the vote and the disposition of the Shares held of record by OPI VII and Advisors and OrbiMed Genesis share the power to direct the vote and the disposition of the Shares held of record by Genesis Master Fund. Advisors exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and Jonathan T. Silverstein. On the basis of these relationships, GP VII and Advisors may be deemed to share beneficial ownership of the Shares held by OPI VII and OrbiMed Genesis and Advisors may be deemed to share beneficial ownership of the Shares held by Genesis Master Fund. Capital, a registered investment adviser under the Investment Advisers Act, acts as the investment advisor to The Biotech Growth Trust PLC (“BIOG”), which holds 440,115 Shares. Capital has discretionary investment management authority with respect to the assets of BIOG, which includes the power to vote and otherwise dispose of securities purchased by BIOG. Capital exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and Jonathan T. Silverstein. On the basis of this relationship, Capital may be deemed to have beneficial ownership of the Shares held by BIOG. Advisors, GP VII, and OrbiMed Genesis disclaim beneficial ownership of the Shares held indirectly by Capital, and Capital disclaims beneficial ownership of the Shares held indirectly by Advisors, GP VII, and OrbiMed Genesis.

(a) Amount beneficially owned: See the response(s) to Item 9 on the attached cover page(s).

 

(b) Percent of class: See the response(s) to Item 11 on the attached cover page(s).

 

(c) Number of shares as to which such person has:

 

(i) Sole power to vote or to direct the vote: See the response(s) to Item 5 on the attached cover page(s).

 

(ii) Shared power to vote or to direct the vote: See the response(s) to Item 6 on the attached cover page(s).

 

(iii) Sole power to dispose or to direct the disposition of: See the response(s) to Item 7 on the attached cover page(s).

 

(iv) Shared power to dispose or to direct the disposition of: See the response(s) to Item 8 on the attached cover page(s).

 

 

   

 

CUSIP No. 698340106  SCHEDULE 13G Page 8 of 10 Pages

 

 

Item 5. Ownership of Five Percent or Less of a Class.

 

Not Applicable.

Item 6. Ownership of More Than Five Percent on Behalf of Another Person.

 

See Item 4.

Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

 

Not Applicable.

Item 8. Identification and Classification of Members of the Group.

 

Not Applicable.

Item 9. Notice of Dissolution of Group.

 

Not Applicable.

Item 10. Certification.

 

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and 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.

 

 

 

 

 

 

 

 

   

 

CUSIP No. 698340106  SCHEDULE 13G Page 9 of 10 Pages

 

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: July 27, 2020

 

 

 

OrbiMed Capital GP VII LLC

By: OrbiMed Advisors LLC, its Managing Member

       
  By:  /s/ Jonathan T. Silverstein
    Name:  Jonathan T. Silverstein
    Title:  Member of OrbiMed Advisors LLC
       
       
  OrbiMed Advisors LLC
       
  By:  /s/ Jonathan T. Silverstein
    Name:  Jonathan T. Silverstein
    Title:  Member
       
       
 

OrbiMed Genesis GP LLC

By: OrbiMed Advisors LLC, its Managing Member

       
  By:  /s/ Jonathan T. Silverstein
    Name:  Jonathan T. Silverstein
    Title:  Member of OrbiMed Advisors LLC
       
       
  OrbiMed Capital LLC
     
  By:  /s/ Jonathan T. Silverstein
    Name:  Jonathan T. Silverstein
    Title:

 Member

 

 

 

 

   

 

CUSIP No. 698340106  SCHEDULE 13G Page 10 of 10 Pages

 

 

EXHIBIT A

JOINT FILING AGREEMENT

 

The undersigned hereby agree that the Statement on this Schedule 13G dated July 27, 2020 (the “Schedule 13G”), with respect to the Common Stock of Pandion Therapeutics, Inc. is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to the Schedule 13G. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13G, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of July 27, 2020.

 

 

 

 

 

OrbiMed Capital GP VII LLC

By: OrbiMed Advisors LLC, its Managing Member

       
  By:  /s/ Jonathan T. Silverstein
    Name:  Jonathan T. Silverstein
    Title:  Member of OrbiMed Advisors LLC
       
       
  OrbiMed Advisors LLC
       
  By:  /s/ Jonathan T. Silverstein
    Name:  Jonathan T. Silverstein
    Title:  Member
       
       
 

OrbiMed Genesis GP LLC

By: OrbiMed Advisors LLC, its Managing Member

       
  By:  /s/ Jonathan T. Silverstein
    Name:  Jonathan T. Silverstein
    Title:  Member of OrbiMed Advisors LLC
       
       
  OrbiMed Capital LLC
     
  By:  /s/ Jonathan T. Silverstein
    Name:  Jonathan T. Silverstein
    Title:

 Member