SEC v. PHILIP MARKIN, No. 1:24-cv-06831, Southern District of New York (Sept. 19, 2024) — Complaint

Joseph G. Sansone
Chief, Market Abuse Unit
Tracy Sivitz
Chevon Walker
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
New York Regional Office
100 Pearl Street, Suite 20-100
New York, New York 10004-2616
(212) 336-00(6LYLW])
VLYLW][email protected]
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
SECURITIES AND EXCHANGE
COMMISSION,
Plaintiff,
-against-
PHILIP MARKIN,
Defendant.
COMPLAINT
1:24-cv-
JURY TRIAL DEMANDED
Plaintiff Securities and Exchange Commission (“Commission”), for its Complaint against
Defendant Philip Markin (“Philip Markin” or “Defendant”) alleges as follows:
SUMMARY
1.This case involves insider trading by Defendant Philip Markin in the securities of
Pandion Therapeutics, Inc. (“Pandion”) in advance of the February 25, 2021 announcement of a
tender offer by Merck & Co., Inc. (“Merck”) to acquire Pandion (the “Announcement”).
2.On July 25, 2022, in this District, the Commission filed a Complaint against Philip
Markin’s cousin, Seth Markin, and Brandon Wong, a friend of both Seth and Philip Markin (the
“July 2022 Complaint”).
1

1
SEC v. Markin, et al., 1:22-cv-06276-JHR (S.D.N.Y. July 25, 2022).

2
3. On September 20, 2023, in this District, the Commission filed a separate but related
Complaint against Philip Markin’s former friend and roommate, Jonathan Becker (“Becker”) (the
“Becker Complaint”.)
 2

4. As alleged in the July 2022 Complaint, during the approximately three-and-a-half
weeks leading up to the Announcement, Seth Markin misappropriated material nonpublic
information about Merck’s planned tender offer for Pandion (the “Merck-Pandion Deal”) from his
romantic partner, an associate at a major law firm (the “Law Firm”) that represented Merck in the
Merck-Pandion Deal (the “Associate”).  While the Associate worked on the Merck-Pandion Deal,
Seth Markin often stayed for multiple days at a time at the Associate’s apartment.  The Associate
worked on the deal and engaged in frequent telephone calls regarding the deal from her
apartment.  In breach of his duty of trust and confidence to the Associate, Seth Markin used the
information he obtained while staying in the Associate’s apartment to purchase Pandion stock ahead
of the Announcement and to tip his close friend Brandon Wong, who also purchased Pandion stock
ahead of the Announcement.
5. As alleged in the July 2022 Complaint, Seth Markin also tipped other individuals
about the Merck-Pandion Deal.  One of these individuals was Seth Markin’s cousin, Defendant
Philip Markin, who illegally used the information to purchase Pandion stock ahead of the
Announcement.
6. Philip Markin, who is also referred to as “Markin’s Relative” in the Becker
Complaint, in turn, unlawfully disclosed the material nonpublic information he received from Seth
Markin to his then friend and roommate, Becker, who also purchased Pandion stock ahead of the
Announcement.

2
  SEC v. Jonathan Becker , 23-cv-08331-JHR (S.D.N.Y September 20, 2023).

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7. When Pandion’s stock price increased by over 133% on the day of the
Announcement, Philip Markin reaped ill-gotten gains of $16,362 and Becker reaped approximately
$266,000.
VIOLATIONS
8. By virtue of the foregoing conduct and as alleged further herein, Defendant has
violated Section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. § 78j(b)]
and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5] and Exchange Act Section 14(e)
[15 U.S.C. § 78n(e)] and Rule 14e-3 thereunder [17 C.F.R. § 240.14e-3].
9. Unless Defendant is restrained and enjoined, Defendant will engage in the acts,
practices, transactions, and courses of business set forth in this Complaint or in acts, practices,
transactions, and courses of business of similar type and object.
NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT
10. The Commission brings this action pursuant to the authority conferred upon it by
Exchange Act Sections 21(d) [15 U.S.C. § 78u(d)] and 21A(a) [15 U.S.C. § 78u-1(a)].
11. The Commission seeks a final judgment: (a) permanently enjoining Defendant from
violating the federal securities laws and rules this Complaint alleges he has violated; (b) ordering
Defendant to pay civil money penalties pursuant to Exchange Act Section 21A(a) [15 U.S.C. § 78u-
1(a)]; and (c) ordering any other and further relief the Court may deem just and proper.
JURISDICTION AND VENUE
12. This Court has jurisdiction over this action pursuant to Exchange Act Section 27 [15
U.S.C. § 78aa].
13. Defendant, directly and indirectly, has made use of the means or instrumentalities of
interstate commerce or of the mails or of the facilities of a national securities exchange in
connection with the transactions, acts, practices, and courses of business alleged herein.

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14. Venue lies in this District under Exchange Act Section 27 [15 U.S.C. § 78aa].
Certain of  the acts, practices, transactions, and courses of  business alleged in this Complaint
occurred within this District.  At all relevant times, common stock of Pandion traded publicly on
The Nasdaq Global Select Market, which is headquartered in New York, New York.
DEFENDANT
15. Philip Markin, age 33, is a resident of Weehawken, New Jersey and employed as an
elevator mechanic.
RELEVANT INDIVIDUALS AND ENTITIES
16. Seth Markin, age 32, is a resident of Washington Crossing, Pennsylvania, and Philip
Markin’s cousin.  Seth Markin was formerly in new agent training for the Federal Bureau of
Investigation.  At the time of the insider trading alleged in this complaint, Seth Markin was
employed by a federal contractor as a compliance analyst.
17. Brandon Wong, age 40, is a resident of New York, New York, and Seth Markin’s
close friend.  At the time of the insider trading alleged in this complaint, Brandon Wong was
employed by a tutoring company in a technical support role.
18. Becker, age 34, is a resident of Weehawken, New Jersey and was Philip Markin’s
friend and roommate at the time of the insider trading alleged in this complaint.  Becker is employed
as an elevator mechanic.
19. Pandion at all relevant times was a Delaware corporation with headquarters in
Cambridge, Massachusetts.  Pandion was a clinical-stage biopharmaceutical company that developed
therapeutics for patients with autoimmune diseases.  Prior to the completion of Merck’s acquisition
of Pandion in April 2021, Pandion’s common stock was listed on The Nasdaq Global Select Market
under the symbol PAND.

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20. Merck is a New Jersey corporation with headquarters in Rahway, New Jersey
(formerly headquartered in Kenilworth, New Jersey), and with common stock listed on the New
York Stock Exchange.  It is a global health care company with products that include prescription
medicines, vaccines, biologic therapies, and animal health products.
FACTS
I. MERCK TOOK SUBSTANTIAL STEPS TO ACQUIRE PANDION BY TENDER
OFFER

21. As alleged in the July 2022 Complaint, beginning in August of 2020, representatives
of Merck and Pandion began meeting to discuss updates to Pandion’s drug developments and to
facilitate due diligence by Merck of Pandion pursuant to the parties’ confidentiality agreement.  In
September 2020, executives at both companies met to discuss working together on advancing
Pandion’s products, culminating in an unaccepted proposal by Merck in October 2020 for a possible
partnership agreement between the companies.
22. From November 2020 through January 2021, Merck continued its due diligence of
Pandion, including accessing Pandion’s virtual data room containing regulatory submissions and
related information.  By at least January 25, 2021, Merck had retained the Law Firm as counsel to
represent Merck in developing and implementing its plan to acquire Pandion.
23. On or about February 5, 2021, Merck engaged an investment bank to provide
investment banking services in anticipation of a potential deal with Pandion.
24. On or about February 7, 2021, Merck submitted a proposal to Pandion to acquire all
of its common stock.
25. On or about February 9, 2021, Merck and Pandion reached agreement on a
proposed acquisition price for Pandion’s common stock of $60 per share.

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26. Also, on or about February 9, 2021, Merck provided Pandion with an initial draft of
a merger agreement, under which Merck would acquire Pandion’s shares of common stock by
tender offer.
II. SETH MARKIN MISAPPROPRIATED MATERIAL NONPUBLIC
INFORMATION FROM THE ASSOCIATE

27. As alleged in the July 2022 Complaint, beginning in or about October 2020 and
through approximately May 2021 except for a few days in January 2021, Seth Markin was in a close
romantic relationship with the Associate.  Throughout their relationship, Seth Markin often stayed at
the Associate’s apartment for extended periods of time.
28. Because of the global pandemic, Seth Markin and the Associate frequently worked
from the Associate’s apartment during their relationship.
29. During their relationship, Seth Markin and the Associate shared confidences,
including discussions about each other’s families and plans of marriage.
30. As part of his relationship with the Associate, Seth Markin agreed, expressly or by
implication, to treat information related to the Associate’s work as confidential and not to trade on
it, use it for personal benefit, or share it with others.
31. On or about January 31, 2021, the Associate joined the Law Firm’s team of attorneys
representing Merck on the Merck-Pandion Deal and became aware of Merck’s efforts to acquire
Pandion.  The Associate continued working on the Merck-Pandion Deal through and beyond the
date of the Announcement.
32. The Associate frequently worked on the Merck-Pandion Deal from her apartment,
where Markin was often staying, and she kept a binder of documents concerning the Merck-Pandion
Deal in the apartment.
33. Among the documents included in the binder was a printed copy of an internal Law
Firm email, dated January 31, 2021, which indicated that Merck was considering the acquisition of

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Pandion and sought to move quickly.  Additionally, the email disclosed a code name for the deal and
stressed that the deal was “highly confidential” and that those working on the deal must be
“extremely careful” not to disclose information associated with the deal.
34. Starting on or before February 1, 2021, and continuing in the days leading up to the
Announcement, Seth Markin misappropriated material nonpublic information about the Merck-
Pandion Deal from the Associate, including that Merck planned to acquire Pandion, the target date
when the acquisition would be publicly announced, and an estimated share price for the acquisition.
35. While working from home in January and February 2021, the Associate conducted
work-related telephone calls, including on the Merck-Pandion Deal, from the Associate’s one-
bedroom apartment.  At times, Seth Markin was present in the Associate’s apartment when the
Associate conducted such work-related calls.
36. Additionally, on multiple occasions in or about January and February 2021, without
the Associate’s consent and while she could not observe him, Seth Markin reviewed the Associate’s
binder of documents concerning the Merck-Pandion Deal.
37. As alleged in the July 2022 Complaint, between February 1, 2021, the day after the
Associate was assigned to work on the Merck-Pandion Deal, and February 23, 2021, two days before
the Announcement, Seth Markin purchased 2,270 shares of Pandion stock.
38. Further, as alleged in the July 2022 Complaint, in or about February 2021, Seth
Markin tipped Brandon Wong the material nonpublic information about the Merck-Pandion Deal
that Seth Markin had misappropriated from the Associate.  The information he communicated to
Wong included details about the nature of the transaction, the target date of the Announcement, and
the expected transaction price.
39. Between February 10, 2021 and February 24, 2021, Brandon Wong purchased 35,382
shares of Pandion stock.

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III. SETH MARKIN TIPPED PHILIP MARKIN WHO BOUGHT PANDION STOCK
AHEAD OF THE ANNOUNCEMENT AND TIPPED BECKER

40. In or about February 2021, Seth Markin tipped his cousin, Defendant Philip Markin,
material nonpublic information about the Merck-Pandion Deal that Seth Markin had
misappropriated from the Associate.
41. One of the ways Seth Markin and Philip Markin communicated about the Merck-
Pandion deal was via an encrypted messaging application that contained a “disappearing message”
feature, which would automatically delete message content after a certain period.  On or about
Sunday, February 14, 2021, Seth Markin and Philip Markin communicated about Pandion using the
encrypted messaging application.  Seth Markin and Philip Markin also spoke by phone, including on
February 14, 2021.
42. That same day, February 14, 2021, Seth Markin remarked in a message to Brandon
Wong that he told Philip Markin about Pandion.  In an encrypted message, Seth Markin told
Brandon Wong, “Got Phil into ඟ,” to which Brandon Wong responded, “Ok now I don’t feel bad
about keeping things from him and can talk to him about ඟ later today.”  Throughout February
2021, Seth Markin and Brandon Wong often referred to Pandion as “Panda” or by using a ඟ emoji
in their communications.
43. Minutes after his call with Seth Markin on February 14, 2021, Philip Markin called
his then friend and roommate, Becker.  Throughout February 2021, in the days leading up to the
Announcement, Philip Markin unlawfully communicated to Becker material nonpublic information
that Seth Markin had communicated to him about Pandion.
44. On or about Tuesday, February 16, 2021, using a messaging application, Philip
Markin and Becker discussed “insider info” from Seth Markin that involved a “huge announcement”
and a stock price that would “triple” to “$60.”  In response to Becker’s question about whether

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Brandon Wong and Seth Markin were “fully invested,” Philip Markin told Becker that “Brandon
went full on Thursday.”
45. On or about February 16, 2021, Philip Markin bought 120 shares of Pandion stock
based upon the tip he received from Seth Markin.
46. On or about Wednesday, February 17, 2021, using a messaging application, Philip
Markin unlawfully continued to communicate to Becker updated material nonpublic information
about Pandion that he received from Seth Markin, including that the date of the Announcement had
moved, and that the “news won’t be released till next week.”  During the same conversation via the
messaging application, Becker asked Philip Markin to confirm that Seth Markin had told Philip
Markin that he “has inside info” and that the price is “going to triple.”  In response, Philip Markin
told Becker that Seth Markin and Brandon Wong were confident in the information.
47. Philip Markin purchased more Pandion stock on February 17 and 24, 2021,
establishing a total position of 445 shares based on material nonpublic information conveyed to him
by Seth Markin.  All of Philip Markin’s purchases of Pandion stock were made after Merck took
substantial steps to acquire Pandion by tender offer.
48. Between February 16, 2021 and February 23, 2021, Becker purchased 7,400 shares of
Pandion stock based on material nonpublic information Seth Markin had conveyed to Philip Markin
and Philip Markin had then communicated to Becker.
49. Philip Markin knew, was reckless in not knowing, or consciously avoided knowing
that the information he received from Seth Markin was material and nonpublic.
50. Philip Markin also knew, was reckless in not knowing, or consciously avoided
knowing that Seth Markin provided him with material nonpublic information about the Merck-
Pandion Deal that was conveyed in breach of a duty of trust and confidence and for personal
benefit.

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51. Philip Markin also knew or had reason to know that the material nonpublic
information about the Merck-Pandion Deal had been acquired directly or indirectly from an insider
to the Merck-Pandion Deal negotiations – that is, from an employee or an agent of the target
company, or the acquiring company, or an advisor to one of those companies in connection with the
transaction.
52. Philip Markin unlawfully communicated to Becker material nonpublic information
that he received from Seth Markin.
53. Philip Markin conveyed material nonpublic information to Becker with the intent
that Becker would trade on it and under circumstances in which it was reasonably foreseeable that
Becker would trade on it.
IV. THE ANNOUNCEMENT AND DEFENDANT’S ILL-GOTTEN GAINS
54. On February 25, 2021, before market open, Merck and Pandion announced that the
companies had entered into a definitive agreement under which Merck would acquire Pandion.
Under the agreement, Merck would initiate a tender offer to acquire all outstanding shares of
Pandion for $60 per share.  Pandion’s stock price closed at $59.81 per share that day, an increase
of $34.18 per share or over 133% from the previous day’s close of $25.63 per share.
55. As a result of the price increase, Philip Markin generated total ill-gotten gains of
$16,362.
56. As a result of the price increase, Becker generated total ill-gotten gains of over
$266,000.

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FIRST CLAIM FOR RELIEF

Violations of Exchange Act Section 10(b) and Rule 10b-5 Thereunder

57. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 56.
58. Defendant, directly or indirectly, singly or in concert, in connection with the
purchase or sale of securities and by the use of means or instrumentalities of interstate commerce,
or the mails, or the facilities of a national securities exchange, knowingly or recklessly has (i)
employed one or more devices, schemes, or artifices to defraud, (ii) made one or more untrue
statements of a material fact or omitted to state one or more material facts necessary in order to
make the statements made, in light of the circumstances under which they were made, not
misleading, and/or (iii) engaged in one or more acts, practices, or courses of business which
operated or would operate as a fraud or deceit upon other persons.
59. By reason of the foregoing, Defendant, directly or indirectly, singly or in concert, has
violated and, unless enjoined, will again violate Exchange Act Section 10(b) [15 U.S.C. § 78j(b)]
and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].
SECOND CLAIM FOR RELIEF
Violations of Exchange Act Section 14(e) and Rule 14e-3 Thereunder
60. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 56.
61. By January 25, 2021, Merck (the “offering person”) took substantial steps to
commence or did commence a tender offer for Pandion shares of stock but the proposed tender
offer was not publicly announced during this time.

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62. By at least February 16, 2021, Defendant possessed material nonpublic information
received indirectly from the Associate, an employee of Merck’s counsel with respect to the tender
offer, relating to the tender offer for Pandion; knew or had reason to know that this information
was nonpublic; knew or had reason to know that this information was acquired directly or
indirectly from (a) the offering person, (b) the issuer of the securities sought or to be sought by
such tender offer, or (c) any officer, director, partner or employee or any other person acting on
behalf of such offering person or such issuer; and purchased or sold, or caused to be purchased or
sold, Pandion’s securities; and/or communicated material nonpublic information relating to such
tender offer to one or more other persons under circumstances in which it was reasonably
foreseeable that such communication was likely to result in a violation of Exchange Act Rule 14e-
3.
63. By reason of the foregoing, Defendant has violated and, unless enjoined, will again
violate Exchange Act Section 14(e) [15 U.S.C. § 78n(e)] and Rule 14e-3 thereunder [17 C.F.R. §
240.14e-3].

PRAYER FOR RELIEF

 WHEREFORE, the Commission respectfully requests that the Court enter a Final
Judgment:
I.
Permanently enjoining Defendant and his agents, servants, employees and attorneys and all
persons in active concert or participation with any of them from violating, directly or indirectly,
Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5];
and Exchange Act Section 14(e) [15 U.S.C. § 78n(e)] and Rule 14e-3 thereunder [17 C.F.R. §
240.14e-3];

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II.
Ordering Defendant to pay civil monetary penalties pursuant to Exchange Act Section 21A
[15 U.S.C. § 78u-1]; and
III.

Granting any other and further relief this Court may deem just and proper.

Dated:  New York, New York
September 9, 2024

Tracy Sivitz
Tracy Sivitz
Joseph G. Sansone
Chevon Walker
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
New York Regional Office
100 Pearl Street, Suite 20-100
New York, NY  10004-2616
(212) 336-0029 (Sivitz)
[email protected]

Joseph G. Sansone 
Chief, Market Abuse Unit 
Tracy Sivitz 
Chevon Walker 
Attorneys for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
New York Regional Office 
100 Pearl Street, Suite 20-100 
New York, New York 10004-2616 
(212) 336-00 ( )

@sec.gov

UNITED STATES DISTRICT COURT 
SOUTHERN DISTRICT OF NEW YORK 

SECURITIES AND EXCHANGE 
COMMISSION, 

Plaintiff, 

-against-

PHILIP MARKIN, 

Defendant. 

COMPLAINT 

1:24-cv-

JURY TRIAL DEMANDED 

Plaintiff Securities and Exchange Commission (“Commission”), for its Complaint against 

Defendant Philip Markin (“Philip Markin” or “Defendant”) alleges as follows: 

SUMMARY 

1. This case involves insider trading by Defendant Philip Markin in the securities of

Pandion Therapeutics, Inc. (“Pandion”) in advance of the February 25, 2021 announcement of a 

tender offer by Merck & Co., Inc. (“Merck”) to acquire Pandion (the “Announcement”).   

2. On July 25, 2022, in this District, the Commission filed a Complaint against Philip

Markin’s cousin, Seth Markin, and Brandon Wong, a friend of both Seth and Philip Markin (the 

“July 2022 Complaint”).1   

1 SEC v. Markin, et al., 1:22-cv-06276-JHR (S.D.N.Y. July 25, 2022). 

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3. On September 20, 2023, in this District, the Commission filed a separate but related 

Complaint against Philip Markin’s former friend and roommate, Jonathan Becker (“Becker”) (the 

“Becker Complaint”.) 2 

4. As alleged in the July 2022 Complaint, during the approximately three-and-a-half 

weeks leading up to the Announcement, Seth Markin misappropriated material nonpublic 

information about Merck’s planned tender offer for Pandion (the “Merck-Pandion Deal”) from his 

romantic partner, an associate at a major law firm (the “Law Firm”) that represented Merck in the 

Merck-Pandion Deal (the “Associate”).  While the Associate worked on the Merck-Pandion Deal, 

Seth Markin often stayed for multiple days at a time at the Associate’s apartment.  The Associate 

worked on the deal and engaged in frequent telephone calls regarding the deal from her 

apartment.  In breach of his duty of trust and confidence to the Associate, Seth Markin used the 

information he obtained while staying in the Associate’s apartment to purchase Pandion stock ahead 

of the Announcement and to tip his close friend Brandon Wong, who also purchased Pandion stock 

ahead of the Announcement. 

5. As alleged in the July 2022 Complaint, Seth Markin also tipped other individuals 

about the Merck-Pandion Deal.  One of these individuals was Seth Markin’s cousin, Defendant 

Philip Markin, who illegally used the information to purchase Pandion stock ahead of the 

Announcement. 

6. Philip Markin, who is also referred to as “Markin’s Relative” in the Becker 

Complaint, in turn, unlawfully disclosed the material nonpublic information he received from Seth 

Markin to his then friend and roommate, Becker, who also purchased Pandion stock ahead of the 

Announcement. 

 
2  SEC v. Jonathan Becker , 23-cv-08331-JHR (S.D.N.Y September 20, 2023). 

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7. When Pandion’s stock price increased by over 133% on the day of the 

Announcement, Philip Markin reaped ill-gotten gains of $16,362 and Becker reaped approximately 

$266,000.   

VIOLATIONS  

8. By virtue of the foregoing conduct and as alleged further herein, Defendant has 

violated Section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. § 78j(b)] 

and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5] and Exchange Act Section 14(e)  

[15 U.S.C. § 78n(e)] and Rule 14e-3 thereunder [17 C.F.R. § 240.14e-3]. 

9. Unless Defendant is restrained and enjoined, Defendant will engage in the acts, 

practices, transactions, and courses of business set forth in this Complaint or in acts, practices, 

transactions, and courses of business of similar type and object.   

NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT 

10. The Commission brings this action pursuant to the authority conferred upon it by 

Exchange Act Sections 21(d) [15 U.S.C. § 78u(d)] and 21A(a) [15 U.S.C. § 78u-1(a)].  

11. The Commission seeks a final judgment: (a) permanently enjoining Defendant from 

violating the federal securities laws and rules this Complaint alleges he has violated; (b) ordering 

Defendant to pay civil money penalties pursuant to Exchange Act Section 21A(a) [15 U.S.C. § 78u-

1(a)]; and (c) ordering any other and further relief the Court may deem just and proper.  

JURISDICTION AND VENUE 

12. This Court has jurisdiction over this action pursuant to Exchange Act Section 27 [15 

U.S.C. § 78aa].  

13. Defendant, directly and indirectly, has made use of the means or instrumentalities of 

interstate commerce or of the mails or of the facilities of a national securities exchange in 

connection with the transactions, acts, practices, and courses of business alleged herein. 

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14. Venue lies in this District under Exchange Act Section 27 [15 U.S.C. § 78aa].  

Certain of  the acts, practices, transactions, and courses of  business alleged in this Complaint 

occurred within this District.  At all relevant times, common stock of Pandion traded publicly on 

The Nasdaq Global Select Market, which is headquartered in New York, New York.    

DEFENDANT 

15. Philip Markin, age 33, is a resident of Weehawken, New Jersey and employed as an 

elevator mechanic. 

RELEVANT INDIVIDUALS AND ENTITIES 

16. Seth Markin, age 32, is a resident of Washington Crossing, Pennsylvania, and Philip 

Markin’s cousin.  Seth Markin was formerly in new agent training for the Federal Bureau of 

Investigation.  At the time of the insider trading alleged in this complaint, Seth Markin was 

employed by a federal contractor as a compliance analyst.   

17. Brandon Wong, age 40, is a resident of New York, New York, and Seth Markin’s 

close friend.  At the time of the insider trading alleged in this complaint, Brandon Wong was 

employed by a tutoring company in a technical support role.  

18. Becker, age 34, is a resident of Weehawken, New Jersey and was Philip Markin’s  

friend and roommate at the time of the insider trading alleged in this complaint.  Becker is employed 

as an elevator mechanic. 

19. Pandion at all relevant times was a Delaware corporation with headquarters in 

Cambridge, Massachusetts.  Pandion was a clinical-stage biopharmaceutical company that developed 

therapeutics for patients with autoimmune diseases.  Prior to the completion of Merck’s acquisition 

of Pandion in April 2021, Pandion’s common stock was listed on The Nasdaq Global Select Market 

under the symbol PAND. 

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20. Merck is a New Jersey corporation with headquarters in Rahway, New Jersey 

(formerly headquartered in Kenilworth, New Jersey), and with common stock listed on the New 

York Stock Exchange.  It is a global health care company with products that include prescription 

medicines, vaccines, biologic therapies, and animal health products.     

FACTS 

I. MERCK TOOK SUBSTANTIAL STEPS TO ACQUIRE PANDION BY TENDER 
OFFER 

 
21. As alleged in the July 2022 Complaint, beginning in August of 2020, representatives 

of Merck and Pandion began meeting to discuss updates to Pandion’s drug developments and to 

facilitate due diligence by Merck of Pandion pursuant to the parties’ confidentiality agreement.  In 

September 2020, executives at both companies met to discuss working together on advancing 

Pandion’s products, culminating in an unaccepted proposal by Merck in October 2020 for a possible 

partnership agreement between the companies.   

22. From November 2020 through January 2021, Merck continued its due diligence of 

Pandion, including accessing Pandion’s virtual data room containing regulatory submissions and 

related information.  By at least January 25, 2021, Merck had retained the Law Firm as counsel to 

represent Merck in developing and implementing its plan to acquire Pandion.  

23. On or about February 5, 2021, Merck engaged an investment bank to provide 

investment banking services in anticipation of a potential deal with Pandion.   

24. On or about February 7, 2021, Merck submitted a proposal to Pandion to acquire all 

of its common stock.   

25. On or about February 9, 2021, Merck and Pandion reached agreement on a 

proposed acquisition price for Pandion’s common stock of $60 per share.   

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26. Also, on or about February 9, 2021, Merck provided Pandion with an initial draft of 

a merger agreement, under which Merck would acquire Pandion’s shares of common stock by 

tender offer. 

II. SETH MARKIN MISAPPROPRIATED MATERIAL NONPUBLIC 
INFORMATION FROM THE ASSOCIATE  

 
27. As alleged in the July 2022 Complaint, beginning in or about October 2020 and 

through approximately May 2021 except for a few days in January 2021, Seth Markin was in a close 

romantic relationship with the Associate.  Throughout their relationship, Seth Markin often stayed at 

the Associate’s apartment for extended periods of time. 

28. Because of the global pandemic, Seth Markin and the Associate frequently worked 

from the Associate’s apartment during their relationship. 

29. During their relationship, Seth Markin and the Associate shared confidences, 

including discussions about each other’s families and plans of marriage. 

30. As part of his relationship with the Associate, Seth Markin agreed, expressly or by 

implication, to treat information related to the Associate’s work as confidential and not to trade on 

it, use it for personal benefit, or share it with others. 

31. On or about January 31, 2021, the Associate joined the Law Firm’s team of attorneys 

representing Merck on the Merck-Pandion Deal and became aware of Merck’s efforts to acquire 

Pandion.  The Associate continued working on the Merck-Pandion Deal through and beyond the 

date of the Announcement. 

32. The Associate frequently worked on the Merck-Pandion Deal from her apartment, 

where Markin was often staying, and she kept a binder of documents concerning the Merck-Pandion 

Deal in the apartment.   

33. Among the documents included in the binder was a printed copy of an internal Law 

Firm email, dated January 31, 2021, which indicated that Merck was considering the acquisition of 

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Pandion and sought to move quickly.  Additionally, the email disclosed a code name for the deal and 

stressed that the deal was “highly confidential” and that those working on the deal must be 

“extremely careful” not to disclose information associated with the deal. 

34. Starting on or before February 1, 2021, and continuing in the days leading up to the 

Announcement, Seth Markin misappropriated material nonpublic information about the Merck-

Pandion Deal from the Associate, including that Merck planned to acquire Pandion, the target date 

when the acquisition would be publicly announced, and an estimated share price for the acquisition.  

35. While working from home in January and February 2021, the Associate conducted 

work-related telephone calls, including on the Merck-Pandion Deal, from the Associate’s one-

bedroom apartment.  At times, Seth Markin was present in the Associate’s apartment when the 

Associate conducted such work-related calls. 

36. Additionally, on multiple occasions in or about January and February 2021, without 

the Associate’s consent and while she could not observe him, Seth Markin reviewed the Associate’s 

binder of documents concerning the Merck-Pandion Deal.   

37. As alleged in the July 2022 Complaint, between February 1, 2021, the day after the 

Associate was assigned to work on the Merck-Pandion Deal, and February 23, 2021, two days before 

the Announcement, Seth Markin purchased 2,270 shares of Pandion stock.  

38. Further, as alleged in the July 2022 Complaint, in or about February 2021, Seth 

Markin tipped Brandon Wong the material nonpublic information about the Merck-Pandion Deal 

that Seth Markin had misappropriated from the Associate.  The information he communicated to 

Wong included details about the nature of the transaction, the target date of the Announcement, and 

the expected transaction price. 

39. Between February 10, 2021 and February 24, 2021, Brandon Wong purchased 35,382 

shares of Pandion stock. 

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III. SETH MARKIN TIPPED PHILIP MARKIN WHO BOUGHT PANDION STOCK 
AHEAD OF THE ANNOUNCEMENT AND TIPPED BECKER  

 
40. In or about February 2021, Seth Markin tipped his cousin, Defendant Philip Markin, 

material nonpublic information about the Merck-Pandion Deal that Seth Markin had 

misappropriated from the Associate.   

41. One of the ways Seth Markin and Philip Markin communicated about the Merck-

Pandion deal was via an encrypted messaging application that contained a “disappearing message” 

feature, which would automatically delete message content after a certain period.  On or about 

Sunday, February 14, 2021, Seth Markin and Philip Markin communicated about Pandion using the 

encrypted messaging application.  Seth Markin and Philip Markin also spoke by phone, including on 

February 14, 2021. 

42. That same day, February 14, 2021, Seth Markin remarked in a message to Brandon 

Wong that he told Philip Markin about Pandion.  In an encrypted message, Seth Markin told 

Brandon Wong, “Got Phil into ,” to which Brandon Wong responded, “Ok now I don’t feel bad 

about keeping things from him and can talk to him about  later today.”  Throughout February 

2021, Seth Markin and Brandon Wong often referred to Pandion as “Panda” or by using a  emoji 

in their communications.   

43. Minutes after his call with Seth Markin on February 14, 2021, Philip Markin called 

his then friend and roommate, Becker.  Throughout February 2021, in the days leading up to the 

Announcement, Philip Markin unlawfully communicated to Becker material nonpublic information 

that Seth Markin had communicated to him about Pandion.   

44. On or about Tuesday, February 16, 2021, using a messaging application, Philip 

Markin and Becker discussed “insider info” from Seth Markin that involved a “huge announcement” 

and a stock price that would “triple” to “$60.”  In response to Becker’s question about whether 

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Brandon Wong and Seth Markin were “fully invested,” Philip Markin told Becker that “Brandon 

went full on Thursday.”  

45. On or about February 16, 2021, Philip Markin bought 120 shares of Pandion stock 

based upon the tip he received from Seth Markin.   

46. On or about Wednesday, February 17, 2021, using a messaging application, Philip 

Markin unlawfully continued to communicate to Becker updated material nonpublic information 

about Pandion that he received from Seth Markin, including that the date of the Announcement had 

moved, and that the “news won’t be released till next week.”  During the same conversation via the 

messaging application, Becker asked Philip Markin to confirm that Seth Markin had told Philip 

Markin that he “has inside info” and that the price is “going to triple.”  In response, Philip Markin 

told Becker that Seth Markin and Brandon Wong were confident in the information. 

47. Philip Markin purchased more Pandion stock on February 17 and 24, 2021, 

establishing a total position of 445 shares based on material nonpublic information conveyed to him 

by Seth Markin.  All of Philip Markin’s purchases of Pandion stock were made after Merck took 

substantial steps to acquire Pandion by tender offer. 

48. Between February 16, 2021 and February 23, 2021, Becker purchased 7,400 shares of 

Pandion stock based on material nonpublic information Seth Markin had conveyed to Philip Markin 

and Philip Markin had then communicated to Becker.   

49. Philip Markin knew, was reckless in not knowing, or consciously avoided knowing 

that the information he received from Seth Markin was material and nonpublic. 

50. Philip Markin also knew, was reckless in not knowing, or consciously avoided 

knowing that Seth Markin provided him with material nonpublic information about the Merck-

Pandion Deal that was conveyed in breach of a duty of trust and confidence and for personal 

benefit. 

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51. Philip Markin also knew or had reason to know that the material nonpublic 

information about the Merck-Pandion Deal had been acquired directly or indirectly from an insider 

to the Merck-Pandion Deal negotiations – that is, from an employee or an agent of the target 

company, or the acquiring company, or an advisor to one of those companies in connection with the 

transaction.  

52. Philip Markin unlawfully communicated to Becker material nonpublic information 

that he received from Seth Markin.   

53. Philip Markin conveyed material nonpublic information to Becker with the intent 

that Becker would trade on it and under circumstances in which it was reasonably foreseeable that 

Becker would trade on it. 

IV. THE ANNOUNCEMENT AND DEFENDANT’S ILL-GOTTEN GAINS   

54. On February 25, 2021, before market open, Merck and Pandion announced that the 

companies had entered into a definitive agreement under which Merck would acquire Pandion.  

Under the agreement, Merck would initiate a tender offer to acquire all outstanding shares of 

Pandion for $60 per share.  Pandion’s stock price closed at $59.81 per share that day, an increase 

of $34.18 per share or over 133% from the previous day’s close of $25.63 per share. 

55. As a result of the price increase, Philip Markin generated total ill-gotten gains of  

$16,362. 

56. As a result of the price increase, Becker generated total ill-gotten gains of over 

$266,000. 

 

 

 

 

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FIRST CLAIM FOR RELIEF 
 

Violations of Exchange Act Section 10(b) and Rule 10b-5 Thereunder 
 

57. The Commission re-alleges and incorporates by reference here the allegations in 

paragraphs 1 through 56. 

58. Defendant, directly or indirectly, singly or in concert, in connection with the 

purchase or sale of securities and by the use of means or instrumentalities of interstate commerce, 

or the mails, or the facilities of a national securities exchange, knowingly or recklessly has (i) 

employed one or more devices, schemes, or artifices to defraud, (ii) made one or more untrue 

statements of a material fact or omitted to state one or more material facts necessary in order to 

make the statements made, in light of the circumstances under which they were made, not 

misleading, and/or (iii) engaged in one or more acts, practices, or courses of business which 

operated or would operate as a fraud or deceit upon other persons. 

59. By reason of the foregoing, Defendant, directly or indirectly, singly or in concert, has 

violated and, unless enjoined, will again violate Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] 

and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5]. 

SECOND CLAIM FOR RELIEF 

Violations of Exchange Act Section 14(e) and Rule 14e-3 Thereunder 

60. The Commission re-alleges and incorporates by reference here the allegations in 

paragraphs 1 through 56.  

61. By January 25, 2021, Merck (the “offering person”) took substantial steps to 

commence or did commence a tender offer for Pandion shares of stock but the proposed tender 

offer was not publicly announced during this time.  

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62. By at least February 16, 2021, Defendant possessed material nonpublic information 

received indirectly from the Associate, an employee of Merck’s counsel with respect to the tender 

offer, relating to the tender offer for Pandion; knew or had reason to know that this information 

was nonpublic; knew or had reason to know that this information was acquired directly or 

indirectly from (a) the offering person, (b) the issuer of the securities sought or to be sought by 

such tender offer, or (c) any officer, director, partner or employee or any other person acting on 

behalf of such offering person or such issuer; and purchased or sold, or caused to be purchased or 

sold, Pandion’s securities; and/or communicated material nonpublic information relating to such 

tender offer to one or more other persons under circumstances in which it was reasonably 

foreseeable that such communication was likely to result in a violation of Exchange Act Rule 14e-

3.   

63. By reason of the foregoing, Defendant has violated and, unless enjoined, will again 

violate Exchange Act Section 14(e) [15 U.S.C. § 78n(e)] and Rule 14e-3 thereunder [17 C.F.R. § 

240.14e-3]. 

 
PRAYER FOR RELIEF 

 
 WHEREFORE, the Commission respectfully requests that the Court enter a Final 

Judgment: 

I. 

Permanently enjoining Defendant and his agents, servants, employees and attorneys and all 

persons in active concert or participation with any of them from violating, directly or indirectly, 

Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5]; 

and Exchange Act Section 14(e) [15 U.S.C. § 78n(e)] and Rule 14e-3 thereunder [17 C.F.R. § 

240.14e-3];  

 

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II. 

Ordering Defendant to pay civil monetary penalties pursuant to Exchange Act Section 21A 

[15 U.S.C. § 78u-1]; and 

III. 
 

Granting any other and further relief this Court may deem just and proper. 

 
Dated: New York, New York 

September 9, 2024   
 
 Tracy Sivitz 
Tracy Sivitz 
Joseph G. Sansone 
Chevon Walker 
Attorneys for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
New York Regional Office 
100 Pearl Street, Suite 20-100 
New York, NY  10004-2616 
(212) 336-0029 (Sivitz)  
[email protected] 

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