0001209191-23-043724.txt : 20230728 0001209191-23-043724.hdr.sgml : 20230728 20230728183318 ACCESSION NUMBER: 0001209191-23-043724 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230728 FILED AS OF DATE: 20230728 DATE AS OF CHANGE: 20230728 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Borthwick Kathleen CENTRAL INDEX KEY: 0001987062 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39231 FILM NUMBER: 231124562 MAIL ADDRESS: STREET 1: C/O PASSAGE BIO, INC. STREET 2: 2005 MARKET STREET, 39TH FLOOR CITY: PHILADELPHIA STATE: PA ZIP: 19103 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Passage BIO, Inc. CENTRAL INDEX KEY: 0001787297 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] 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 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2023-07-28 0 0001787297 Passage BIO, Inc. PASG 0001987062 Borthwick Kathleen ONE COMMERCE SQUARE 2005 MARKET STREET, 39TH FLOOR PHILADELPHIA PA 19103 0 1 0 0 SVP, Interim CFO Employee Stock Option (right to buy) 6.75 2031-12-15 Common Stock 56000 D Employee Stock Option (right to buy) 2.29 2032-06-12 Common Stock 20867 D Employee Stock Option (right to buy) 1.08 2033-03-14 Common Stock 55000 D Restricted Stock Units 0.00 Common Stock 12000 D Restricted Stock Units 0.00 Common Stock 30000 D The stock option vested as to 25% of the total shares on December 15, 2022, and thereafter vests as to 1/48 of the total shares monthly until fully vested, subject to the Reporting Person's provision of service to the Issuer on each vesting date. 1/36 of the total shares underlying the award vested on July 13, 2022, and an additional 1/36 of the total shares underlying the award will vest on each monthly anniversary thereafter until fully vested, subject to the Reporting Person's provision of service to the Issuer on each vesting date. 1/48 of the total shares underlying the award vested on April 15, 2023, and an additional 1/48 of the total shares underlying the award will vest on each monthly anniversary thereafter until fully vested, subject to the Reporting Person's provision of service to the Issuer on each vesting date. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock upon vesting. 1/3 of the RSUs will vest on February 10, 2024 and 2/3 of the RSUs will vest on February 10, 2025, subject to the Reporting Person's continued service to the Issuer on each vesting date. RSUs do not expire; they either vest or are canceled prior to the vesting date. 100% of the RSUs will vest on December 31, 2023, subject to the Reporting Person's provision of service to the Issuer on such vesting date. /s/ Edgar Cale, Attorney-in-Fact 2023-07-28 EX-24 2 poa.txt POA DOCUMENT LIMITED POWER OF ATTORNEY The undersigned hereby constitutes and appoints Edgar Cale and William Chou, as long as she is providing services to Passage Bio, Inc. or its related entities (the "Company"), the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of the Company, Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder; (2) do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Forms 3, 4 and 5 and timely file such forms with the Securities and Exchange Commission and any stock exchange or similar authority, if required; and (3) take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform each and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution and revocation, hereby ratifying and confirming all that each such attorney-in-fact, or each such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that each of the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act. The undersigned agrees that each such attorney-in-fact may rely entirely on information furnished orally or in writing by the undersigned to each such attorney-in-fact. The undersigned also agrees to indemnify and hold harmless the Company and each such attorney-in-fact against any losses, claims, damages or liabilities (or actions in these respects) that arise out of or are based on any untrue statement or omission of necessary facts in the information provided by the undersigned to such attorney-in-fact for purposes of executing, acknowledging, delivering and filing Forms 3, 4 or 5 (including amendments thereto) and agrees to reimburse the Company and each such attorney-in-fact for any legal or other expenses reasonably incurred in connection with investigating or defending against any such loss, claim, damage, liability or action. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 17th day of July, 2023. /s/ Kathleen Borthwick