SEC FORM 3

SEC Form 3

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^*

Borthwick Kathleen

(Last)

(First)

(Middle)

ONE COMMERCE SQUARE

2005 MARKET STREET, 39TH FLOOR

(Street)

PHILADELPHIA

19103

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/28/2023

3. Issuer Name and Ticker or Trading Symbol
Passage BIO, Inc. [ PASG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Interim CFO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Employee Stock Option (right to buy)	⁽¹⁾	12/15/2031	Common Stock	56,000	$6.75	D
Employee Stock Option (right to buy)	⁽²⁾	06/12/2032	Common Stock	20,867	$2.29	D
Employee Stock Option (right to buy)	⁽³⁾	03/14/2033	Common Stock	55,000	$1.08	D
Restricted Stock Units⁽⁴⁾	⁽⁵⁾	⁽⁶⁾	Common Stock	12,000	$0.00	D
Restricted Stock Units⁽⁴⁾	⁽⁷⁾	⁽⁶⁾	Common Stock	30,000	$0.00	D

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock upon vesting.

5. 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.

6. RSUs do not expire; they either vest or are canceled prior to the vesting date.

7. 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.

Remarks:

	/s/ Edgar Cale, Attorney-in-Fact	07/28/2023
	** 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.