Passage BIO, Inc. — Director's Dealing 2021

Mar 18, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Passage BIO, Inc. (PASG)
CIK: 0001787297
Period of Report: 2021-03-15

Reporting Person: Romano Gary (Chief Medical Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-15	Common Stock	M	10000	$8.07	Acquired	10000	Direct
2021-03-15	Common Stock	S	8383	$20.9546	Disposed	1617	Direct
2021-03-15	Common Stock	S	1617	$21.8616	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-15	Employee Stock Option (right to buy)	$8.07	M	10000	Disposed	2029-10-23	Common Stock (10000)	Direct

Footnotes

F1: The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.60 to $21.51, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.65 to $22.10, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.

F4: The option vests as to 25% of the total shares on August 20, 2020 and then 2.0833% of the total shares vest monthly thereafter, with 100% of the total shares vested on August 20, 2023 subject to the reporting person's provision of service to the issuer on each vesting date. The option provides for an early-exercise provision and is exercisable as to unvested shares, subject to the issuer's right of repurchase.