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* Versant Venture Capital VI, L.P. (Last) (First) (Middle) ONE SANSOME STREET, SUITE 3630 (Street) SAN FRANCISCO CA 94104 (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	708,352	(4)	I	See Footnote(5)

1. Name and Address of Reporting Person* Versant Venture Capital VI, L.P. (Last) (First) (Middle) ONE SANSOME STREET, SUITE 3630 (Street) SAN FRANCISCO CA 94104 (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* Versant Vantage I GP, L.P. (Last) (First) (Middle) ONE SANSOME STREET, SUITE 3630 (Street) SAN FRANCISCO CA 94104 (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* Versant Vantage I GP-GP, LLC (Last) (First) (Middle) ONE SANSOME STREET, SUITE 3630 (Street) SAN FRANCISCO CA 94104 (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* Versant Vantage I, L.P. (Last) (First) (Middle) ONE SANSOME STREET, SUITE 3630 (Street) SAN FRANCISCO CA 94104 (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* Versant Ventures VI GP, L.P. (Last) (First) (Middle) ONE SANSOME STREET, SUITE 3630 (Street) SAN FRANCISCO CA 94104 (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* Versant Ventures VI GP-GP, LLC (Last) (First) (Middle) ONE SANSOME STREET, SUITE 3630 (Street) SAN FRANCISCO CA 94104 (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* Woiwode Thomas (Last) (First) (Middle) ONE SANSOME STREET, SUITE 3630 (Street) SAN FRANCISCO CA 94104 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 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. These securities are held of record by Versant Venture Capital VI, L.P. ("VVC VI"). Versant Ventures VI GP, L.P. ("VV VI GP") is the general partner of VVC VI, and Versant Ventures VI GP-GP, LLC ("VV VI GP-GP") is the general partner of VV VI GP. Each of Bradley J. Bolzon, Jerel C. Davis, Kirk G. Nielsen, Clare Ozawa, Robin L. Praeger and Tom Woiwode Ph.D., as managing members of VV VI GP-GP, may be deemed to share voting and dispositive power over the shares held by VVC VI and disclaim beneficial ownership of such securities except to the extent of their respective pecuniary interest therein. A Form 3 is being filed separately by Dr. Woiwode in his capacity as a Director of the issuer.

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.

5. These securities are held of record by by Versant Vantage I, L.P. ("VV I"). Versant Vantage I, GP, L.P. ("VV I GP") is the general partner of VV I, and Versant Vantage I, GP-GP, LLC ("VV I GP-GP") is the general partner of VV I GP. Each of Bradley J. Bolzon, Jerel C. Davis, Clare Ozawa, Robin L. Praeger and Thomas Woiwode Ph.D., as managing members of VV I GP-GP, may be deemed to share voting and dispositive power over the shares held by VV I and disclaim beneficial ownership of such securities except to the extent of their respective pecuniary interest therein. A Form 3 is being filed separately by Dr. Woiwode in his capacity as a Director of the issuer.

Remarks:

	/s/ Versant Venture Capital VI, L.P. By: Versant Ventures VI GP, L.P. Its: General Partner By: Versant Ventures VI GP-GP, LLC By: Robin L. Praeger Its: Managing Director	02/27/2020
	/s/ Versant Vantage I GP, L.P. By: Versant Vantage I GP-GP, LLC Its: General Partner By: Robin L. Praeger Its: Managing Director	02/27/2020
	/s/ Versant Vantage I GP-GP, LLC By: Robin L. Praeger Its: Managing Director	02/27/2020
	/s/ Versant Vantage I, L.P. By: Versant Vantage I GP, L.P. Its: General Partner By: Versant Vantage I GP-GP, LLC Its: General Partner By: Robin L. Praeger Its: Managing Director	02/27/2020
	/s/ Versant Ventures VI GP, L.P. By: Versant Ventures VI GP, L.P. Its: General Partner By: Versant Ventures VI GP-GP, LLC By: Robin L. Praeger Its: Managing Director	02/27/2020
	/s/ Versant Ventures VI GP-GP, LLC By: Robin L. Praeger Its: Managing Director	02/27/2020
	/s/ Richard Morris as attorney-in-fact for Thomas Woiwode	02/27/2020
	** Signature of Reporting Person	Date
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