If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ☐
1 |
Names of Reporting Persons.
OrbiMed Advisors LLC |
2 |
Check the Appropriate Box if a Member of a Group (See Instructions).
(a) o
(b) o |
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3 |
SEC Use Only |
4 |
Source of Funds (See Instructions)
AF |
5 |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |
o |
6 |
Citizenship or Place of Organization
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
Sole Voting Power
0 |
8 |
Shared Voting Power
8,034,000 |
9 |
Sole Dispositive Power
0 |
10 |
Shared Dispositive Power
8,034,000 |
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
8,034,000 |
12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
o |
13 |
Percent of Class Represented by Amount in Row (11)
14.7%* |
14 |
Type of Reporting Person (See Instructions)
IA |
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* This percentage is calculated based upon 54,632,940 shares of common stock
outstanding of Passage BIO, Inc. (the “Issuer”), as set forth in the Issuer’s Quarterly Report on Form 10-Q for
the quarter ending March 31, 2023 filed with the Securities and Exchange Commission on May 11, 2023.
1 |
Names of Reporting Persons.
OrbiMed Capital GP VII LLC |
2 |
Check the Appropriate Box if a Member of a Group (See Instructions).
(a) o
(b) o |
|
3 |
SEC Use Only |
4 |
Source of Funds (See Instructions)
AF |
5 |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |
o |
6 |
Citizenship or Place of Organization
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
Sole Voting Power
0 |
8 |
Shared Voting Power
8,034,000 |
9 |
Sole Dispositive Power
0 |
10 |
Shared Dispositive Power
8,034,000 |
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
8,034,000 |
12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
o |
13 |
Percent of Class Represented by Amount in Row (11)
14.7%* |
14 |
Type of Reporting Person (See Instructions)
OO |
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|
|
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|
* This percentage is calculated based upon 54,632,940 shares of common stock
outstanding of Passage BIO, Inc. (the “Issuer”), as set forth in the Issuer’s Quarterly Report on Form 10-Q for
the quarter ending March 31, 2023 filed with the Securities and Exchange Commission on May 11, 2023.
CUSIP No. 702712100 |
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1 |
Names of Reporting Persons.
OrbiMed Capital LLC |
|
2 |
Check the Appropriate Box if a Member of a Group (See Instructions).
(a) o
(b) o |
|
|
3 |
SEC Use Only |
|
4 |
Source of Funds (See Instructions)
AF |
|
5 |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
|
o |
|
6 |
Citizenship or Place of Organization
Delaware |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
Sole Voting Power
2,090,576 |
|
8 |
Shared Voting Power
0 |
|
9 |
Sole Dispositive Power
2,090,576 |
|
10 |
Shared Dispositive Power
0 |
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,090,576 |
|
12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
o |
|
13 |
Percent of Class Represented by Amount in Row (11)
3.8%* |
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14 |
Type of Reporting Person (See Instructions)
IA |
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* This percentage is calculated based upon 54,632,940 shares of common
stock outstanding of Passage BIO, Inc. (the “Issuer”), as set forth in the Issuer’s Quarterly Report on Form
10-Q for the quarter ending March 31, 2023 filed with the Securities and Exchange Commission on May 11, 2023.
Item 1. Security and Issuer
This Amendment No. 3 (“Amendment
No. 3”) to Schedule 13D supplements and amends the Statement on Schedule 13D of OrbiMed Advisors LLC, OrbiMed Capital GP VII
LLC, and OrbiMed Capital LLC originally filed with the Securities and Exchange Commission (the “SEC”) on March 9, 2020,
as amended by Amendment No. 1 filed with the SEC on January 28, 2021 and Amendment No. 2 filed with the SEC on May 5, 2022. This Amendment
No. 3 relates to the common stock, par value $0.0001 per share (the “Shares”)
of Passage BIO, Inc., a corporation organized under the laws of Delaware (the “Issuer”), with its principal executive
offices located at One Commerce Square, 2005 Market Street, 39th Floor, Philadelphia, PA 19103. The Shares are listed on the NASDAQ
Global Select Market under the ticker symbol “PASG”. Information given in response to each item shall be deemed incorporated
by reference in all other items, as applicable.
This Amendment No. 3 is being
filed to report that the beneficial ownership of the outstanding Shares held by the Reporting Persons (as defined below) increased by
more than 1% since the last filing following the transactions described in Item 5(c) below.
Item 2. Identity and Background
(a) This Schedule 13D is being
filed by OrbiMed Advisors LLC (“OrbiMed Advisors”), OrbiMed Capital GP VII LLC (“OrbiMed GP”), and
OrbiMed Capital LLC (“OrbiMed Capital”) (collectively, the “Reporting Persons”).
(b) — (c), (f) OrbiMed Advisors,
a limited liability company organized under the laws of Delaware and a registered investment adviser under the Investment Advisers Act
of 1940, as amended, is the managing member or general partner of certain entities as more particularly described in Item 6 below. OrbiMed
Advisors has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.
OrbiMed GP, a limited liability company organized under
the laws of Delaware, is the general partner of a limited partnership as more particularly described in Item 6 below. OrbiMed GP has its
principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.
OrbiMed Capital, a limited liability
company organized under the laws of Delaware and a registered investment adviser under the Investment Advisers Act of 1940, as amended,
is the investment adviser of certain entities as more particularly described in Item 6 below. OrbiMed Capital has its principal offices
at 601 Lexington Avenue, 54th Floor, New York, New York 10022.
The directors and executive officers
of OrbiMed Advisors, OrbiMed Capital, and OrbiMed GP are set forth on Schedules I, II, and III, respectively, attached hereto. Schedules
I, II, and III set forth the following information with respect to each such person:
(i) name;
(ii) business
address;
(iii) present
principal occupation of employment and the name, principal business and address of any corporation or other organization in which such
employment is conducted; and
(iv) citizenship.
(d) — (e) During the last
five years, neither the Reporting Persons nor any Person named in Schedules I through III has been (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
Not applicable.
Item 4. Purpose of Transaction
The Shares were acquired by the
Reporting Persons for the purpose of making an investment in the Issuer and not for the intention of acquiring control of the Issuer’s
business on behalf of the Reporting Persons’ advisory clients.
The Reporting Persons from time
to time intend to review their investment in the Issuer on the basis of various factors, including the Issuer’s business, financial
condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those
for the Issuer’s Shares in particular, as well as other developments and other investment opportunities. Based upon such review,
the Reporting Persons will take such actions in the future as the Reporting Persons may deem appropriate in light of the circumstances
existing from time to time. If the Reporting Persons believe that further investment in the Issuer is attractive, whether because of the
market price of Shares or otherwise, they may acquire Shares or other securities of the Issuer either in the open market or in privately
negotiated transactions. Similarly, depending on market and other factors, the Reporting Persons may determine to dispose of some
or all of the Shares currently owned by the Reporting Persons or otherwise acquired by the Reporting Persons either in the open market
or in privately negotiated transactions.
Except as set forth in this Schedule
13D, the Reporting Persons have not formulated any plans or proposals which relate to or would result in: (a) the acquisition by
any person of additional securities of the Issuer or the disposition of securities of the Issuer, (b) an extraordinary corporate transaction,
such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries, (c) a sale or transfer of a material
amount of the assets of the Issuer or any of its subsidiaries, (d) any change in the present Board of Directors or management of the Issuer,
including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board, (e) any material
change in the Issuer’s capitalization or dividend policy of the Issuer, (f) any other material change in the Issuer’s business
or corporate structure, (g) any change in the Issuer’s charter or bylaws or other instrument corresponding thereto or other action
which may impede the acquisition of control of the Issuer by any person, (h) causing a class of the Issuer’s securities to be deregistered
or delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered
national securities association, (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant
to Section 12(g)(4) of the Act or (j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) — (b) The following
disclosure is based upon 54,632,940 outstanding Shares of the Issuer, as set forth in the Issuer’s Quarterly Report on Form 10-Q
for the quarter ending March 31, 2023, filed with the SEC on May 11, 2023.
As of the date of this filing,
OrbiMed Private Investments VII, LP (“OPI VII”), a limited partnership organized under the laws of Delaware, holds
8,034,000 Shares constituting approximately 14.7% of the issued and outstanding Shares. OrbiMed GP is the general partner of OPI
VII, pursuant to the terms of the limited partnership agreement of OPI VII, and OrbiMed Advisors is the managing member of OrbiMed GP,
pursuant to the terms of the limited liability company agreement of OrbiMed GP. As a result, OrbiMed Advisors and OrbiMed GP share
power to direct the vote and disposition of the Shares held by OPI VII and may be deemed directly or indirectly, including by reason of
their mutual affiliation, to be the beneficial owners of the Shares held by OPI VII. OrbiMed Advisors exercises this investment and voting
power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial
ownership of the Shares held by OPI VII.
In addition, OrbiMed Advisors
and OrbiMed GP, pursuant to their authority under the limited partnership agreements of OPI VII, caused OPI VII to enter into the agreements
referred to in Item 6 below.
As of the date of this filing,
Worldwide Healthcare Trust PLC (“WWH”), a publicly listed investment trust organized under the laws of England, holds
2,090,576 Shares constituting approximately 3.8% of the issued and outstanding Shares. OrbiMed Capital is the investment advisor
of WWH. As a result, OrbiMed Capital has the power to direct the vote and disposition of the Shares held by WWH and may be deemed directly
or indirectly, including by reason of mutual affiliation, to be the beneficial owner of the Shares held by WWH. OrbiMed Capital disclaims
any beneficial ownership over the shares of the other Reporting Persons. OrbiMed Capital exercises this investment and voting power through
a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of
the Shares held by WWH.
(c)
Buyer |
Date of Transaction |
Transaction |
Number of Shares |
Price Per Share |
OPI VII |
June 27, 2023 |
Purchase |
617,382 |
$0.84 |
OPI VII |
June 28, 2023 |
Purchase |
575,195 |
$0.84 |
Except as disclosed above, none of the Reporting Persons have effected
any transactions in any Shares during the past sixty (60) days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
In addition to the relationships
between the Reporting Persons described in Items 2 and 5 above, OrbiMed GP is the general partner of OPI VII, pursuant to the terms of
the limited partnership agreement of OPI VII. Pursuant to this agreement and relationship, OrbiMed GP has discretionary investment
management authority with respect to the assets of OPI VII. Such authority includes the power to vote and otherwise dispose of securities
held by OPI VII. The number of outstanding Shares attributable to OPI VII is 8,034,000 Shares. OrbiMed GP, pursuant to its authority
under the limited partnership agreement of OPI VII, may be considered to hold indirectly 8,034,000 Shares.
In addition to the relationships
between the Reporting Persons described in Items 2 and 5 above, OrbiMed Advisors is the managing member of OrbiMed GP, pursuant to the
terms of the limited liability company agreement of OrbiMed GP. Pursuant to these agreements and relationships, OrbiMed Advisors and OrbiMed
GP have discretionary investment management authority with respect to the assets of OPI VII. Such authority includes the power of
OrbiMed GP to vote and otherwise dispose of securities held by OPI VII. The number of outstanding Shares attributable to OPI VII
is 8,034,000 Shares. OrbiMed Advisors, pursuant to its authority under the terms of the limited liability company agreement of OrbiMed
GP, may also be considered to hold indirectly 8,034,000 Shares.
In addition to the relationships
between the Reporting Persons described in Items 2 and 5 above, OrbiMed Capital is the investment advisor to WWH and may be deemed to
have voting and investment power over the securities held by WWH. Such authority includes the power of OrbiMed Capital to vote and otherwise
dispose of securities held by WWH. The number of outstanding Shares attributable to WWH is 2,090,576 Shares. OrbiMed Capital, as
the investment advisor to WWH, may also be considered to hold indirectly 2,090,576 Shares.
Investors’ Rights Agreement
In addition, OPI VII, WWH,
and certain other stockholders of the Issuer entered into an amended and restated investors’ rights agreement with the Issuer (the
“Investors’ Rights Agreement”), dated as of August 21, 2019. Pursuant to the Investors’ Rights Agreement
and subject to the terms and conditions therein, the parties agreed that:
Registration Rights
Following
the closing of the Issuer’s initial public offering (the “IPO”), the holders of a certain number of Shares, or
their transferees, will be entitled to the registration rights set forth below with respect to registration of the resale of such Shares
under the Securities Act of 1933, as amended (the “Securities Act”) pursuant to the Investors’ Rights Agreement.
Demand Registration Rights
At any
time beginning six months following the date of the underwriting agreement of the IPO, the holders of at least thirty percent (30%) of
the registrable securities then outstanding of the Issuer may make a written request that the Issuer register at least thirty percent
(30%) of the registrable securities then outstanding, subject to certain specified conditions and exceptions. The Issuer is required to
use commercially reasonable efforts to effect the registration and will pay all registration expenses, other than underwriting discounts
and commissions, related to any demand registration. The Issuer is not obligated to effect more than two of these registrations.
Piggyback Registration
Rights
Whenever
the Issuer proposes to file a registration statement under the Securities Act, including a registration statement on Form S-3 as
discussed below, other than with respect to certain excluded registrations, the Reporting Persons will be entitled to notice of the registration
and have the right, subject to limitations that the underwriters may impose on the number of Shares included in the registration, to include
Shares held by the Reporting Persons in the registration.
Form S-3 Registration
Rights
At any
time after the Issuer is qualified to file a registration statement on Form S-3 under the Securities Act, and subject to limitations and
conditions specified in the Investors’ Rights Agreement, holders of at least twenty-five percent
(25%) of the Registrable Securities (as defined in the Investors’ Rights Agreement) then outstanding may make a written request
that the Issuer prepare and file a registration statement on Form S-3 covering their Shares, so long as the aggregate price to the public
equals or exceeds $3,000,000. The Issuer is not obligated to effect more than two of these Form S-3 registrations in any 12-month period.
The foregoing description of the
Investors’ Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full texts of the
Investors’ Rights Agreement, which is filed as Exhibit 2 and incorporated herein by reference.
Item 7. Material to Be Filed as Exhibits
Exhibit |
Description |
1. |
Joint Filing Agreement among OrbiMed Advisors LLC, OrbiMed Capital LLC, and OrbiMed Capital GP VII LLC. |
2. |
Amended and Restated Investors’ Rights Agreement by and among the Issuer and certain of its stockholders, dated as of August 21, 2019 (incorporated by reference to Exhibit 4.2 to the Issuer’s Registration Statement on Form S-1 (File No. 333-236214), filed with the SEC on February 3, 2020). |
Signature
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: June 29, 2023 |
ORBIMED ADVISORS LLC |
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By: |
/s/ Carl L. Gordon |
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Name: Carl L. Gordon |
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Title: Member |
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ORBIMED CAPITAL GP VII LLC |
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By: |
ORBIMED ADVISORS LLC, its managing member |
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By: |
/s/ Carl L. Gordon |
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Name: Carl L. Gordon |
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Title: Member of OrbiMed Advisors LLC
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ORBIMED CAPITAL LLC |
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By: |
/s/ Carl L. Gordon |
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Name: Carl L. Gordon |
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Title: Member |
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SCHEDULE I
The
names and present principal occupations of each of the executive officers and directors of OrbiMed Advisors LLC are set forth below. Unless
otherwise noted, each of these persons is a United States citizen and has a business address of 601 Lexington Avenue, 54th
Floor, New York, NY 10022.
Name |
Position with Reporting Person |
Principal Occupation |
|
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Carl L. Gordon |
Member |
Member
OrbiMed Advisors LLC |
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Sven H. Borho
German and Swedish Citizen |
Member |
Member
OrbiMed Advisors LLC |
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W. Carter Neild |
Member |
Member
OrbiMed Advisors LLC |
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Geoffrey C. Hsu |
Member |
Member
OrbiMed Advisors LLC |
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C. Scotland Stevens
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Member |
Member
OrbiMed Advisors LLC |
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David P. Bonita |
Member |
Member
OrbiMed Advisors LLC |
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Peter A. Thompson |
Member |
Member
OrbiMed Advisors LLC |
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Matthew S. Rizzo |
Member |
Member
OrbiMed Advisors LLC |
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Trey Block |
Chief Financial Officer |
Chief Financial Officer
OrbiMed Advisors LLC |
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SCHEDULE II
The
names and present principal occupations of each of the executive officers and directors of OrbiMed Capital LLC are set forth below. Unless
otherwise noted, each of these persons is a United States citizen and has a business address of 601 Lexington Avenue, 54th
Floor, New York, NY 10022.
Name |
Position with Reporting Person |
Principal Occupation |
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Carl L. Gordon |
Member |
Member
OrbiMed Capital LLC |
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Sven H. Borho
German and Swedish Citizen |
Member |
Member
OrbiMed Capital LLC |
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W. Carter Neild |
Member |
Member
OrbiMed Capital LLC |
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Geoffrey C. Hsu |
Member |
Member
OrbiMed Capital LLC |
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C. Scotland Stevens |
Member |
Member
OrbiMed Capital LLC |
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David P. Bonita |
Member |
Member
OrbiMed Capital LLC |
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Peter A. Thompson |
Member |
Member
OrbiMed Capital LLC |
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Matthew S. Rizzo |
Member |
Member
OrbiMed Capital LLC |
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Trey Block |
Chief Financial Officer |
Chief Financial Officer
OrbiMed Capital LLC |
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SCHEDULE III
The business and operations of
OrbiMed Capital GP VII LLC are managed by the executive officers and directors of its managing member, OrbiMed Advisors LLC, set forth
in Schedule I attached hereto.
EXHIBIT INDEX
Exhibit |
Description |
1. |
Joint Filing Agreement among OrbiMed Advisors LLC, OrbiMed Capital LLC, and OrbiMed Capital GP VII LLC. |
2. |
Amended and Restated Investors’ Rights Agreement by and among the Issuer and certain of its stockholders, dated as of August 21, 2019 (incorporated by reference to Exhibit 4.2 to the Issuer’s Registration Statement on Form S-1 (File No. 333-236214), filed with the SEC on February 3, 2020). |