0000947871-24-000769.txt : 20240923 0000947871-24-000769.hdr.sgml : 20240923 20240923165133 ACCESSION NUMBER: 0000947871-24-000769 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240919 FILED AS OF DATE: 20240923 DATE AS OF CHANGE: 20240923 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ORBIMED ADVISORS LLC CENTRAL INDEX KEY: 0001055951 ORGANIZATION NAME: STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39231 FILM NUMBER: 241316737 BUSINESS ADDRESS: STREET 1: 601 LEXINGTON AVENUE STREET 2: 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 739-6400 MAIL ADDRESS: STREET 1: 601 LEXINGTON AVENUE STREET 2: 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OrbiMed Capital GP VII LLC CENTRAL INDEX KEY: 0001760648 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39231 FILM NUMBER: 241316736 BUSINESS ADDRESS: STREET 1: 601 LEXINGTON AVENUE, 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-739-6491 MAIL ADDRESS: STREET 1: 601 LEXINGTON AVENUE, 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Passage BIO, Inc. CENTRAL INDEX KEY: 0001787297 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 822729751 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE COMMERCE SQUARE STREET 2: 2005 MARKET STREET, 39TH FLOOR CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: 2678660312 MAIL ADDRESS: STREET 1: ONE COMMERCE SQUARE STREET 2: 2005 MARKET STREET, 39TH FLOOR CITY: PHILADELPHIA STATE: PA ZIP: 19103 4 1 ownership.xml X0508 4 2024-09-19 0 0001787297 Passage BIO, Inc. PASG 0001055951 ORBIMED ADVISORS LLC 601 LEXINGTON AVENUE 54TH FLOOR NEW YORK NY 10022 0 0 1 0 0001760648 OrbiMed Capital GP VII LLC 601 LEXINGTON AVENUE 54TH FLOOR NEW YORK NY 10022 0 0 1 0 0 Common Stock 2024-09-19 4 S 0 39300 0.71 D 7794569 I See footnotes Represents the weighted average sale price of the shares of the Issuer's common stock sold, ranging from a low of $0.70 to a high of $0.73 per share. The Reporting Persons undertake, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a securityholder of the Issuer, to provide full information regarding the number of shares sold at each separate price. These shares of the Issuer's common stock are held of record by OrbiMed Private Investments VII, LP ("OPI VII"). OrbiMed Capital GP VII LLC ("GP VII") is the general partner of OPI VII, and OrbiMed Advisors LLC ("OrbiMed Advisors"), a registered investment adviser under the Investment Advisors Act of 1940, as amended, is the managing member of GP VII. By virtue of such relationships, GP VII and OrbiMed Advisors may be deemed to have voting and investment power over the shares of common stock held by OPI VII and, as a result, may be deemed to have beneficial ownership over such shares of common stock. 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 over the shares of common stock held by OPI VII. Each of OrbiMed Advisors and GP VII disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any such entity is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. /s/ Carl L. Gordon, Member of OrbiMed Advisors LLC 2024-09-23 /s/ Carl L. Gordon, Member of OrbiMed Capital GP VII LLC 2024-09-23