Passage BIO, Inc.
7.82%
243,878
1787297
702712100
Jul 16, 2025
Jul 21, 2025, 05:28 PM
Reporting Persons (2)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| ORBIMED ADVISORS LLC | Investment Adviser | 7.82% | 243,878 | 0 | 243,878 |
| ORBIMED CAPITAL GP VII LLC | Other | 7.82% | 243,878 | 0 | 243,878 |
Disclosure Items (7)
COMMON STOCK
Passage BIO, Inc.
One Commerce Square, Philadelphia, PA, 19103
OrbiMed Advisors, a limited liability company organized under the laws of Delaware and a registered investment adviser under the Investment Advisers Act of 1940, as amended. OrbiMed GP, a limited liability company organized under the laws of Delaware. Carl L. Gordon, a United States citizen. Sven H. Borho, a German and Swedish citizen. W. Carter Neild, a United States citizen. Geoffrey C. Hsu, a United States citizen. C. Scotland Stevens, a United States citizen. David P. Bonita, a United States citizen. Peter A. Thompson, a United States citizen. Matthew S. Rizzo, a United States citizen. Trey Block, a United States citizen.
601 Lexington Avenue, 54th Floor, New York, New York 10022.
OrbiMed Advisors is the managing member or general partner of certain entities as more particularly described in Item 6 below. OrbiMed GP is the general partner of a limited partnership as more particularly described in Item 6 below. Carl L. Gordon is a member of OrbiMed Advisors. Sven H. Borho is a member of OrbiMed Advisors. W. Carter Neild is a member of OrbiMed Advisors. Geoffrey C. Hsu is a member of OrbiMed Advisors. C. Scotland Stevens is a member of OrbiMed Advisors. David P. Bonita is a member of OrbiMed Advisors. Peter A. Thompson is a member of OrbiMed Advisors. Matthew S. Rizzo is a member of OrbiMed Advisors. Trey Block is the Chief Financial Officer of OrbiMed Advisors.
Not applicable.
Item 2(a) is incorporated herein by reference.
Not applicable.
The following disclosure is based upon 3,120,295 outstanding Shares of the Issuer, as set forth in the Issuer's Current Report on Form 8-K filed with the SEC on July 14, 2025. As of the date of this filing, OrbiMed Private Investments VII, LP ("OPI VII"), a limited partnership organized under the laws of Delaware, holds 243,878 Shares constituting approximately 7.82% of the issued and outstanding Shares. OrbiMed GP is the general partner of OPI VII, pursuant to the terms of the limited partnership agreement of OPI VII, and OrbiMed Advisors is the managing member of OrbiMed GP, pursuant to the terms of the limited liability company agreement of OrbiMed GP. As a result, OrbiMed Advisors and OrbiMed GP share power to direct the vote and disposition of the Shares held by OPI VII and may be deemed directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the Shares held by OPI VII. OrbiMed Advisors exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the Shares held by OPI VII.
Item 5(a) is incorporated by reference herein.
On June 24, 2025, OPI VII sold 11,580 Shares at a price of $0.35 per Share. On June 25, 2025, OPI VII sold 6,940 Shares at a price of $0.33 per Share. On June 26, 2025, OPI VII sold 10,662.85 Shares at a price of $0.33 per Share. On June 27, 2025, OPI VII sold 552.15 Shares at a price of $0.34 per Share. On July 7, 2025, OPI VII sold 1,198 Shares at a price of $0.48 per Share. On July 8, 2025, OPI VII sold 2,535 Shares at a price of $0.43 per Share. On July 9, 2025, OPI VII sold 2,855.30 Shares at a price of $0.44 per Share. On July 10, 2025, OPI VII sold 6,361.70 Shares at a price of $0.40 per Share. On July 15, 2025, OPI VII sold 3,700 Shares at a price of $6.77 per Share. On July 16, 2025, OPI VII sold 20,048 Shares at a price of $5.86 per Share. On July 17, 2025, OPI VII sold 22,188 Shares at a price of $5.83 per Share. The Reporting Persons undertake, upon request by the staff of the SEC or the Issuer to provide full information regarding the number of Shares sold at each separate price.
Not applicable.
Not applicable.
In addition to the relationships between the Reporting Persons described in Items 2 and 5 above, OrbiMed GP is the general partner of OPI VII, pursuant to the terms of the limited partnership agreement of OPI VII. Pursuant to this agreement and relationship, OrbiMed GP has discretionary investment management authority with respect to the assets of OPI VII. Such authority includes the power to vote and otherwise dispose of securities held by OPI VII. The number of outstanding Shares attributable to OPI VII is 243,878 Shares. OrbiMed GP, pursuant to its authority under the limited partnership agreement of OPI VII, may be considered to hold indirectly 243,878 Shares. In addition to the relationships between the Reporting Persons described in Items 2 and 5 above, OrbiMed Advisors is the managing member of OrbiMed GP, pursuant to the terms of the limited liability company agreement of OrbiMed GP. Pursuant to these agreements and relationships, OrbiMed Advisors and OrbiMed GP have discretionary investment management authority with respect to the assets of OPI VII. Such authority includes the power of OrbiMed GP to vote and otherwise dispose of securities held by OPI VII. The number of outstanding Shares attributable to OPI VII is 243,878 Shares. OrbiMed Advisors, pursuant to its authority under the terms of the limited liability company agreement of OrbiMed GP, may also be considered to hold indirectly 243,878 Shares. Investors' Rights Agreement In addition, OPI VII, the Worldwide Healthcare Trust PLC, and certain other stockholders of the Issuer entered into an amended and restated investors' rights agreement with the Issuer (the "Investors' Rights Agreement"), dated as of August 21, 2019. Pursuant to the Investors' Rights Agreement and subject to the terms and conditions therein, the parties agreed that: Registration Rights Following the closing of the Issuer's initial public offering (the "IPO"), the holders of a certain number of Shares, or their transferees, will be entitled to the registration rights set forth below with respect to registration of the resale of such Shares under the Securities Act of 1933, as amended (the "Securities Act") pursuant to the Investors' Rights Agreement. Demand Registration Rights At any time beginning six months following the date of the underwriting agreement of the IPO, the holders of at least thirty percent (30%) of the registrable securities then outstanding of the Issuer may make a written request that the Issuer register at least thirty percent (30%) of the registrable securities then outstanding, subject to certain specified conditions and exceptions. The Issuer is required to use commercially reasonable efforts to effect the registration and will pay all registration expenses, other than underwriting discounts and commissions, related to any demand registration. The Issuer is not obligated to effect more than two of these registrations. Piggyback Registration Rights Whenever the Issuer proposes to file a registration statement under the Securities Act, including a registration statement on Form S-3 as discussed below, other than with respect to certain excluded registrations, the Reporting Persons will be entitled to notice of the registration and have the right, subject to limitations that the underwriters may impose on the number of Shares included in the registration, to include Shares held by the Reporting Persons in the registration. Form S-3 Registration Rights At any time after the Issuer is qualified to file a registration statement on Form S-3 under the Securities Act, and subject to limitations and conditions specified in the Investors' Rights Agreement, holders of at least twenty-five percent (25%) of the Registrable Securities (as defined in the Investors' Rights Agreement) then outstanding may make a written request that the Issuer prepare and file a registration statement on Form S-3 covering their Shares, so long as the aggregate price to the public equals or exceeds $3,000,000. The Issuer is not obligated to effect more than two of these Form S-3 registrations in any 12-month period. The foregoing description of the Investors' Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full texts of the Investors' Rights Agreement, which is filed as Exhibit 2 and incorporated herein by reference.
------------------------------------------------------------------------------------------------------------------------------------ Exhibit Description ------------------------------------------------------------------------------------------------------------------------------------ 1. Joint Filing Agreement among OrbiMed Advisors LLC and OrbiMed Capital GP VII LLC. ------------------------------------------------------------------------------------------------------------------------------------ 2. Amended and Restated Investors' Rights Agreement by and among the Issuer and certain of its stockholders, dated as of August 21, 2019 (incorporated by reference to Exhibit 4.2 to the Issuer's Registration Statement on Form S-1 (File No. 333-236214), filed with the SEC on February 3, 2020). ------------------------------------------------------------------------------------------------------------------------------------