CUSIP No. 702712 100
Item 1. Security and Issuer.
This Amendment No. 3 (Amendment No. 3) to Schedule 13D amends the statement on Schedule 13D filed on March 9, 2020 (the
Original Schedule 13D), as amended on January 27, 2021 and August 15, 2023 (the Prior Amendments, and together with the Original Schedule 13D and this Amendment No. 3, the Schedule 13D) with respect
to the Common Stock of Passage BIO, Inc. (the Issuer), having its principal executive office at One Commerce Square, 2005 Market Street, 39th Floor, Philadelphia, PA 19103.
Except as otherwise specified in Amendment No. 3, all items in the Original Schedule 13D, as amended by the Prior Amendments, are unchanged. All capitalized terms used in this Amendment No. 3 and not otherwise defined herein have the
meanings ascribed to such terms in the Original Schedule 13D, as amended by the Prior Amendments.
Item 3. |
Source and Amount of Funds or Other Consideration |
Prior to the Issuers initial public offering (the IPO), and after accounting for the 4.43316-1
reverse stock split that the Issuer effected on February 14, 2020, FLS IX purchased from the Issuer in a series of private transactions, 2,977,242 shares of the Issuers Series A-1 Preferred Stock,
1,049,175 shares of the Issuers Series A-2 Preferred Stock and 432,802 shares of the Issuers Series B Preferred Stock for an approximate aggregate purchase price of $30,471,203. Upon closing of the
IPO, the shares of Series A-1 Preferred Stock, Series A-2 Preferred Stock and Series B Preferred Stock held by FLS IX automatically converted into shares of
Common Stock of the Issuer on a 1-to-1 basis, resulting in FLS IX holding a total of 4,459,219 shares of Common Stock at such time. In addition, at the time of the
IPO, FLS IX purchased an aggregate of 550,000 shares of Common Stock of the Issuer at the IPO price of $18.00 per share.
Since August 9, 2022,
FLS has sold an aggregate of 2,465,521 shares of Common Stock of the Issuer for an approximate aggregate sale price of $3,693,426.
FLS IX holds 2,543,698
shares of Common Stock of the Issuer as of the date of this filing (the FLS Shares).
The working capital of FLS IX was the source of
the funds for the purchase of the FLS Shares. No part of the purchase price of the FLS Shares was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the FLS Shares.
Item 5. |
Interest in Securities of the Issuer |
|
(a) |
State the aggregate number and percentage of the class of securities identified pursuant to Item 1 (which may
be based on the number of securities outstanding as contained in the most recently available filing with the Commission by the issuer unless the filing person has reason to believe such information is not current) beneficially owned (identifying
those shares which there is a right to acquire) by each person named in Item 2. The information should also be furnished with respect to persons who, together with any of the persons named in Item 2, comprise a group within the meaning of
Section 13(d)(3) of the Act: |
FLS IX is the record owners of the 2,543,698 shares of Common Stock of the Issuer
as of the date of this filing (the FLS Shares). As the sole general partner of FLS IX, FHMLS IX, L.P. may be deemed to beneficially own the FLS Shares. As the sole general partner of FHMLS IX, L.P., FHMLS IX, L.L.C. may be deemed to
beneficially own the FLS Shares. As members of FHMLS IX, L.L.C., each of the Members may be deemed to beneficially own the FLS Shares.
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