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

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* Frazier Life Sciences IX, L.P. (Last) (First) (Middle) 601 UNION STREET SUITE 3200 (Street) SEATTLE WA 98101 (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 X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A-1 Preferred Stock	(1)	(1)	Common Stock	2,977,242	(1)	D(2)
Series A-2 Preferred Stock	(3)	(3)	Common Stock	1,049,175	(3)	D(2)
Series B Preferred Stock	(4)	(4)	Common Stock	432,802	(4)	D(2)

1. Name and Address of Reporting Person* Frazier Life Sciences IX, L.P. (Last) (First) (Middle) 601 UNION STREET SUITE 3200 (Street) SEATTLE WA 98101 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* FHMLS IX, L.P. (Last) (First) (Middle) 601 UNION STREET SUITE 3200 (Street) SEATTLE WA 98101 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* FHMLS IX, L.L.C. (Last) (First) (Middle) 601 UNION STREET SUITE 3200 (Street) SEATTLE WA 98101 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Topper James N (Last) (First) (Middle) 601 UNION STREET SUITE 3200 (Street) SEATTLE WA 98101 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

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. The shares are held directly by Frazier Life Sciences IX, L.P. FHMLS IX, L.P. is the general partner of Frazier Life Sciences IX, L.P. FHMLS IX, L.L.C. is the general partner of FHMLS IX, L.P. The reporting person and James N. Topper are the managing members of FHMLS IX, L.L.C. and share voting and dispositive power over the shares held by Frazier Life Sciences IX, L.P. Each of Mr. Heron, Mr. Topper, FHMLS IX, L.P. and FHMLS IX, L.L.C. disclaim beneficial ownership of the shares held by Frazier Life Sciences IX, L.P., except to the extent of his or its pecuniary interest therein, if any.

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:

	Frazier Life Sciences IX, L.P. By: FHMLS IX, L.P., its general partner, By: FHMLS IX, L.C.C., its general partner, By: /s/ Steve R. Bailey, Chief Financial Officer	02/27/2020
	FHMLS IX, L.P., its general partner, By: FHMLS IX, L.C.C., its general partner, By: /s/ Steve R. Bailey, Chief Financial Officer	02/27/2020
	FHMLS IX, L.L.C. By: /s/ Steve R. Bailey, Chief Financial Officer	02/27/2020
	/s/ James N Topper	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.