0001209191-20-018974.txt : 20200313 0001209191-20-018974.hdr.sgml : 20200313 20200313172032 ACCESSION NUMBER: 0001209191-20-018974 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200303 FILED AS OF DATE: 20200313 DATE AS OF CHANGE: 20200313 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ratcliffe Liam CENTRAL INDEX KEY: 0001547100 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-39231 FILM NUMBER: 20713974 MAIL ADDRESS: STREET 1: C/O NEW LEAF VENTURE PARTNERS STREET 2: 7 TIMES SQUARE - SUITE 3502 CITY: NEW YORK STATE: NY ZIP: 10036 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Passage BIO, Inc. CENTRAL INDEX KEY: 0001787297 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 822729751 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: TWO COMMERCE SQUARE STREET 2: 2001 MARKET STREET, 28TH FLOOR CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: 2678660312 MAIL ADDRESS: STREET 1: TWO COMMERCE SQUARE STREET 2: 2001 MARKET STREET, 28TH FLOOR CITY: PHILADELPHIA STATE: PA ZIP: 19103 4/A 1 doc4a.xml FORM 4/A SUBMISSION X0306 4/A 2020-03-03 2020-03-03 0 0001787297 Passage BIO, Inc. PASG 0001547100 Ratcliffe Liam TWO COMMERCE SQUARE 200 MARKET STREET, 28TH FLOOR PHILADELPHIA PA 19103 1 0 0 0 Common Stock 2020-03-03 4 C 0 2066630 A 2066630 I By AI Passage LLC Common Stock 2020-03-03 4 P 0 550000 18.00 A 2616630 I By AI Passage LLC Common Stock 2020-03-03 4 P 0 2800 18.00 A 2800 D Series B Preferred Stock 2020-03-03 4 C 0 2066630 0.00 D Common Stock 2066630 0 I By AI Passage LLC Each share of the issuer's Series B Preferred Stock automatically converted into one (1) share of the issuer's Common Stock immediately upon the closing of the issuer's initial public offering on March 3, 2020. The reported shares are held indirectly by a limited liability company of which the Reporting Person is the holder of units that are treated as profits interest units. The units owned by the Reporting Person do not convey a right to vote or dispose of the shares of the issuer's Common Stock. The Reporting Person disclaims beneficial ownership of all shares held by AI Passage LLC and this report shall not be deemed an admission of beneficial ownership of such shares for the purposes of Section 16 or for any other purpose except to the extent of his pecuniary interest therein. The reported shares were erroneously excluded from the Reporting Person's original Form 4 due to an administrative error. /s/ Richard Morris as attorney-in-fact for Liam Ratcliffe 2020-03-13