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: Borthwick Kathleen (SVP, Interim CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-12-31	Common Stock	M	30000	—	Acquired	36608	Direct
2024-01-02	Common Stock	S	10672	$0.91	Disposed	25936	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-12-31	Restricted Stock Unit	$	M	30000	Disposed		Common Stock (30000)	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 and 3,526 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.