FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 02/27/2020 |
3. Issuer Name and Ticker or Trading Symbol
Passage BIO, Inc. [ PASG ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series A-1 Preferred Stock | (1) | (1) | Common Stock | 2,977,242 | (1) | I | By Frazier Life Sciences IX, L.P.(2) |
Series A-2 Preferred Stock | (3) | (3) | Common Stock | 1,049,175 | (3) | I | By Frazier Life Sciences IX, L.P.(2) |
Series B Preferred Stock | (4) | (4) | Common Stock | 432,802 | (4) | I | By Frazier Life Sciences IX, L.P.(2) |
Explanation of Responses: |
1. Each share of the issuer's Series A-1 Preferred Stock will automatically convert into one (1) share of the issuer's Common Stock immediately upon the closing of the issuer's initial public offering ("IPO") and has no expiration date. |
2. These securities are held of record by Frazier Life Sciences IX, L.P. ("Frazier Life Sciences"), of which FHMLS IX, L.P. ("FHMLS L.P.") is the general partner. FHMLS IX, L.L.C. ("FHMLS LLC") is the general partner of FHMLS L.P. The reporting person, and James N. Topper are the managing members of FHMLS LLC and may be deemed to have shared voting and dispositive power over the shares held by Frazier Life Sciences. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
3. Each share of the issuer's Series A-2 Preferred Stock will automatically convert into one (1) share of the issuer's Common Stock immediately upon the closing of the issuer's IPO and has no expiration date. |
4. Each share of the issuer's Series B Preferred Stock will automatically convert into one (1) share of the issuer's Common Stock immediately upon the closing of the issuer's IPO and has no expiration date. |
Remarks: |
/s/ Richard Morris as attorney-in-fact for Patrick J. Heron | 02/27/2020 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |