Passage BIO, Inc. — Director's Dealing 2024

Jan 3, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Passage BIO, Inc. (PASG)
CIK: 0001787297
Period of Report: 2023-12-31

Reporting Person: Forman Mark S (Chief Medical Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-12-31	Common Stock	M	50000	—	Acquired	61082	Direct
2024-01-02	Common Stock	S	15813	$0.91	Disposed	45269	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-12-31	Restricted Stock Unit	$	M	50000	Disposed		Common Stock (50000)	Direct

Footnotes

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

F2: Includes 3,082 shares acquired on May 13, 2022, 4,000 shares acquired on May 15, 2023, and 4,000 shares acquired on November 15, 2023 under the 2020 Employee Stock Purchase Plan.

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: Each RSU represents a contingent right to receive one share of Issuer's common stock.

F5: 100% of the total restricted stock units vested on December 31, 2023, subject to the Reporting Person's provision of service to the Issuer on each vesting date.