0001415889-24-003637.txt : 20240213 0001415889-24-003637.hdr.sgml : 20240213 20240213193459 ACCESSION NUMBER: 0001415889-24-003637 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210816 FILED AS OF DATE: 20240213 DATE AS OF CHANGE: 20240213 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Forman Mark S CENTRAL INDEX KEY: 0001922353 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39231 FILM NUMBER: 24631176 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] 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 form4-02142024_120249.xml X0508 4 2021-08-16 0001787297 Passage BIO, Inc. PASG 0001922353 Forman Mark S ONE COMMERCE SQUARE 2005 MARKET STREET, 39TH FLOOR PHILADELPHIA PA 19103 false true false false CHIEF MEDICAL OFFICER 0 Common Stock 2024-02-10 4 M 0 5000 A 50269 D Common Stock 2024-02-13 4 S 0 1638 .97 D 48631 D Employee Stock Option (right to buy) 10.84 2021-08-16 4 A 0 130000 0 A 2031-08-15 Common Stock 130000 130000 D Employee Stock Option (right to buy) 4.52 2022-02-10 4 A 0 25000 0 A 2032-02-09 Common Stock 25000 25000 D Restricted Stock Unit 2022-02-10 4 A 0 15000 0 A Common Stock 15000 15000 D Restricted Stock Unit 2024-02-10 4 M 0 5000 0 D Common Stock 5000 10000 D Restricted stock units ("RSUs") convert into common stock on a one-for-one basis. The sale reported on this Form 4 represents an Issuer mandated sale by the Reporting Person to satisfy tax withholding obligations in connection with the vesting and settlement of RSUs; it does not represent a discretionary trade by the Reporting Person. Pursuant to the Issuer's equity incentive plan, an award recipient's tax withholding obligations must be funded by a "sell to cover" transaction. The stock option vests as to 25% of the total shares on August 16, 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. The stock option vests as of 1/48 of the total shares monthly beginning on March 10, 2022 until fully vested, subject to the Reporting Person's provision of service to the Issuer on each vesting date. 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. /s/ Edgar Cale, Attorney-in-Fact 2024-02-13