SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Mutz Mitchell

(Last)

(First)

(Middle)

C/O PANDION THERAPEUTICS, INC.,

134 COOLIDGE AVENUE

(Street)

WATERTOWN

02472

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/16/2020

3. Issuer Name and Ticker or Trading Symbol
Pandion Therapeutics, Inc. [ PAND ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	2,576,564⁽¹⁾⁽²⁾	⁽¹⁾	I	See Footnote⁽³⁾
Series B Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	473,409⁽⁴⁾⁽⁵⁾	⁽⁴⁾	I	See Footnote⁽³⁾

Explanation of Responses:

1. The Series A Preferred Stock is convertible into Common Stock on a 5.0994-for-one basis into the number of shares of Common Stock shown in Column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares have no expiration date.

2. Consists of 2,576,564 shares of Common Stock issuable upon conversion of Series A Preferred Stock held by Roche Finance Ltd ("Roche Finance").

3. Roche Finance is the direct beneficial owner of these securities of the Issuer. Roche Finance is a wholly owned subsidiary of Roche Holding Ltd. Roche Holding Ltd is the indirect beneficial owner of these securities of the Issuer. Mr. Mutz disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein, if any. Mr. Mutz also disclaims beneficial ownership of any securities of the Issuer that may be or are beneficially owned by any other person or persons other than Mr. Mutz. This Form 3 shall not be deemed an admission that Mr. Mutz or any other person is a beneficial owner of any securities of the Issuer for any purpose, other than the securities reported in this Form 3.

4. The Series B Preferred Stock is convertible into Common Stock on a 5.0994-for-one basis into the number of shares of Common Stock shown in Column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares have no expiration date.

5. Consists of 473,409 shares of Common Stock issuable upon conversion of Series B Preferred Stock held by Roche Finance.

Remarks:

Exhibit Index: 24.1 Power of Attorney

	/s/ Edward Freedman, as attorney-in-fact for Mitchell W. Mutz	07/16/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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