Passage BIO, Inc. — Director's Dealing 2022

Nov 25, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Passage BIO, Inc. (PASG)
CIK: 0001787297
Period of Report: 2022-11-22

Reporting Person: Fotopoulos Alexandros (Chief Technical Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-11-22	Common Stock	M	12500	$0.00	Acquired	23965	Direct
2022-11-22	Common Stock	S	3720	$1.33	Disposed	20245	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-11-22	Restricted Stock Units	$	M	12500	Disposed		Common Stock (12500)	Direct

Footnotes

F1: Restricted stock units ("RSUs") convert into common stock on a one-for-one basis.

F2: The reported total includes 3,082 shares of common stock the reporting person has acquired since the date of his last ownership report through the issuer's Employee Stock Purchase Plan in one or more transactions exempt pursuant to Rules 16b-3(c) and 16b-3(d).

F3: 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.

F4: The reported transaction represents the settlement of restricted stock units which vested on June 15, 2022 but for which settlement was delayed due to an inadvertent administrative error.

F5: 1/4 of the RSUs vested on June 15, 2022, and the remainder will vest as to 1/4 of the total award in annual installments thereafter, subject to the Reporting Person's continued service to the Issuer on each vesting date.

F6: These restricted stock units do not expire; they either vest or are cancelled prior to the vesting date.