Passage BIO, Inc. — Director's Dealing 2022

Jan 21, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Passage BIO, Inc. (PASG)
CIK: 0001787297
Period of Report: 2022-01-14

Reporting Person: ORBIMED ADVISORS LLC (10% Owner)
Reporting Person: OrbiMed Capital GP VII LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-01-14	Common Stock	P	10300	$5.60	Acquired	6107623	Indirect
2022-01-18	Common Stock	P	114700	$5.46	Acquired	6222323	Indirect
2022-01-19	Common Stock	P	43300	$5.11	Acquired	6265623	Indirect

Footnotes

F1: These shares of the Issuer's common stock ("Shares") were purchased in a block order at price of $5.60.

F2: The Shares are held of record by OrbiMed Private Investments VII, LP ("OPI VII"). OrbiMed Capital GP VII LLC ("GP VII") is the general partner of OPI VII and OrbiMed Advisors LLC ("OrbiMed Advisors"), a registered investment adviser under the Investment Advisors Act of 1940, as amended, is the managing member of GP VII. By virtue of such relationship, OrbiMed Advisors and GP VII may be deemed to have voting power and investment power over the securities held by OPI VII and, as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the Shares held by OPI VII.

F3: These Shares were purchased in a block order at price of $5.46.

F4: These Shares were purchased in a block order at price of $5.11.

F5: Each of GP VII and OrbiMed Advisors disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. This report on Form 4 shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.