0001209191-23-043724.txt : 20230728
0001209191-23-043724.hdr.sgml : 20230728
20230728183318
ACCESSION NUMBER: 0001209191-23-043724
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20230728
FILED AS OF DATE: 20230728
DATE AS OF CHANGE: 20230728
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Borthwick Kathleen
CENTRAL INDEX KEY: 0001987062
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39231
FILM NUMBER: 231124562
MAIL ADDRESS:
STREET 1: C/O PASSAGE BIO, INC.
STREET 2: 2005 MARKET STREET, 39TH FLOOR
CITY: PHILADELPHIA
STATE: PA
ZIP: 19103
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: ONE COMMERCE SQUARE
STREET 2: 2005 MARKET STREET, 39TH FLOOR
CITY: PHILADELPHIA
STATE: PA
ZIP: 19103
BUSINESS PHONE: 2678660312
MAIL ADDRESS:
STREET 1: ONE COMMERCE SQUARE
STREET 2: 2005 MARKET STREET, 39TH FLOOR
CITY: PHILADELPHIA
STATE: PA
ZIP: 19103
3
1
doc3.xml
FORM 3 SUBMISSION
X0206
3
2023-07-28
0
0001787297
Passage BIO, Inc.
PASG
0001987062
Borthwick Kathleen
ONE COMMERCE SQUARE
2005 MARKET STREET, 39TH FLOOR
PHILADELPHIA
PA
19103
0
1
0
0
SVP, Interim CFO
Employee Stock Option (right to buy)
6.75
2031-12-15
Common Stock
56000
D
Employee Stock Option (right to buy)
2.29
2032-06-12
Common Stock
20867
D
Employee Stock Option (right to buy)
1.08
2033-03-14
Common Stock
55000
D
Restricted Stock Units
0.00
Common Stock
12000
D
Restricted Stock Units
0.00
Common Stock
30000
D
The stock option vested as to 25% of the total shares on December 15, 2022, and thereafter vests as to 1/48 of the total shares monthly until fully vested, subject to the Reporting Person's provision of service to the Issuer on each vesting date.
1/36 of the total shares underlying the award vested on July 13, 2022, and an additional 1/36 of the total shares underlying the award will vest on each monthly anniversary thereafter until fully vested, subject to the Reporting Person's provision of service to the Issuer on each vesting date.
1/48 of the total shares underlying the award vested on April 15, 2023, and an additional 1/48 of the total shares underlying the award will vest on each monthly anniversary thereafter until fully vested, subject to the Reporting Person's provision of service to the Issuer on each vesting date.
Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock upon vesting.
1/3 of the RSUs will vest on February 10, 2024 and 2/3 of the RSUs will vest on February 10, 2025, subject to the Reporting Person's continued service to the Issuer on each vesting date.
RSUs do not expire; they either vest or are canceled prior to the vesting date.
100% of the RSUs will vest on December 31, 2023, subject to the Reporting Person's provision of service to the Issuer on such vesting date.
/s/ Edgar Cale, Attorney-in-Fact
2023-07-28
EX-24
2
poa.txt
POA DOCUMENT
LIMITED POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Edgar Cale and William Chou, as
long as she is providing services to Passage Bio, Inc. or its related entities
(the "Company"), the undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer and/or director of the Company, Forms 3, 4 and 5 in accordance
with Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the rules and regulations thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned that
may be necessary or desirable to complete and execute any such Forms 3, 4 and 5
and timely file such forms with the Securities and Exchange Commission and any
stock exchange or similar authority, if required; and
(3) take any other action of any type whatsoever in connection with the
foregoing that, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform each and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution and revocation,
hereby ratifying and confirming all that each such attorney-in-fact, or each
such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to
be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that each of the foregoing
attorney-in-fact, in serving in such capacity at the request of the undersigned,
is not assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with Section 16 of the Exchange Act.
The undersigned agrees that each such attorney-in-fact may rely entirely on
information furnished orally or in writing by the undersigned to each such
attorney-in-fact. The undersigned also agrees to indemnify and hold harmless
the Company and each such attorney-in-fact against any losses, claims, damages
or liabilities (or actions in these respects) that arise out of or are based on
any untrue statement or omission of necessary facts in the information provided
by the undersigned to such attorney-in-fact for purposes of executing,
acknowledging, delivering and filing Forms 3, 4 or 5 (including amendments
thereto) and agrees to reimburse the Company and each such attorney-in-fact for
any legal or other expenses reasonably incurred in connection with investigating
or defending against any such loss, claim, damage, liability or action.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 17th day of July, 2023.
/s/ Kathleen Borthwick