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^*

Quigley Jill M.

(Last)

(First)

(Middle)

TWO COMMERCE SQUARE

200 MARKET STREET, 28TH FLOOR

(Street)

PHILADELPHIA

19103

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/27/2020

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)
	Chief Operating Officer

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)
Common Stock	309,994⁽¹⁾	D

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)	⁽²⁾	02/06/2029	Common Stock	14,922	$1.02	D
Employee Stock Option (Right to Buy)	⁽³⁾	02/06/2029	Common Stock	88,408	$1.02	D
Employee Stock Option (Right to Buy)	⁽⁴⁾	01/15/2030	Common Stock	62,048	$11	D
Employee Stock Option (Right to Buy)	⁽⁵⁾	01/28/2030	Common Stock	36,566	$11	I	By Spouse

Explanation of Responses:

1. Represents 309,994 shares of common stock, of which 213,121 shares are unvested and subject to repurchase by the Issuer if the reporting person ceases to provide services to the Issuer prior to the vesting of the shares.

2. The option vested as to 25% of the total shares on November 12, 2019 and then 2.0833% of the total shares vest monthly thereafter, with 100% of the total shares vested on November 12, 2022, subject to the reporting person's provision of service to the issuer on each vesting date.

3. The option vests as to 25% of the total shares on May 8, 2020 and then 2.0833% of the total shares vest monthly thereafter, with 100% of the total shares vested on May 8, 2023 subject to the reporting person's provision of service to the issuer on each vesting date.

4. The option vests as to 25% of the total shares on December 17, 2020 and then 2.0833% of the total shares vest monthly thereafter, with 100% of the total shares vested on December 17, 2023, subject to the reporting person's provision of service to the issuer on each vesting date. The option provides for an early-exercise provision and is exercisable as to unvested shares, subject to the issuer's right of repurchase.

5. The option vests as to 25% of the total shares on January 28, 2021 and then 2.0833% of the total shares vest monthly thereafter, with 100% of the total shares vested on January 28, 2024, subject to the reporting person's provision of service to the issuer on each vesting date.

Remarks:

	/s/ Richard Morris as attorney-in-fact for Jill M. Quigley	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.