OrbiMed Amends Passage BIO Stake Filing

TL;DR

OrbiMed updated their 13D on Passage BIO, watch for changes.

AI Summary

OrbiMed Advisors LLC, along with affiliated entities, has amended its Schedule 13D filing for Passage BIO, Inc. as of April 12, 2024. The filing indicates a change in beneficial ownership, though specific new holdings or percentage changes are not detailed in this excerpt. OrbiMed Advisors LLC is a significant investor in the biotechnology sector.

Why It Matters

This filing update from a major healthcare investor like OrbiMed could signal a shift in their strategy or conviction regarding Passage BIO, potentially influencing market perception and stock movement.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership filings by large investors can precede significant corporate actions or market shifts, requiring careful monitoring.

Key Players & Entities

• OrbiMed Advisors LLC (company) — Filing entity
• Passage BIO, Inc. (company) — Subject company
• OrbiMed Capital GP VII LLC (company) — Affiliated entity
• OrbiMed Capital LLC (company) — Affiliated entity
• April 12, 2024 (date) — Filing date

FAQ

Key Financial Figures

• $0.0001 — relates to the common stock, par value $0.0001 per share (the " Shares ") of Passage B
• $3,000,000 — e price to the public equals or exceeds $3,000,000. The Issuer is not obligated to effect

Filing Documents

• ss3259632_sc13da.htm (SC 13D/A) — 105KB
• ss3259632_ex9901.htm (EX-99.1) — 6KB
• 0000947871-24-000373.txt ( ) — 112KB

Security and Issuer

Item 1. Security and Issuer This Amendment No. 4 (" Amendment No. 4 ") 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, Amendment No. 2 filed with the SEC on May 5, 2022 and Amendment No. 3 filed with the SEC on June 29, 2023. This Amendment No. 4 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. 4 is being filed to report that the beneficial ownership of the outstanding Shares held by the Reporting Persons (as defined below) decreased by more than 1% as a result of an increase in the number of Shares outstanding.

Identity and Background

Item 2. Identity and Background (a) This Amendment No. 4 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

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration Not applicable.

Purpose of Transaction

Item 4. Purpose of Transaction 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 chang

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer (a) - (b) The following disclosure is based upon 61,611,796 outstanding Shares of the Issuer, as set forth in the Issuer's Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 9, 2024. 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 13.0% 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 3.4% 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 disc

Contracts, Arrangements, Understandings or Relationships with

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 inves

Material to Be Filed as Exhibits

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: April 12, 2024 ORBIMED ADVISORS LLC By: /s/ Carl L. Gordon Name: Carl L. Gordon Title: Member ORBIMED CAPITAL GP VII LLC By: ORBIMED ADVISORS LLC, its managing member By: /s/ Carl L. Gordon Name: Carl L. Gordon Title: Member of OrbiMed Advisors LLC ORBIMED CAPITAL LLC By: /s/ Carl L. Gordon Name: Carl L. Gordon Title: Member 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, 54 th Floor, New York, NY 10022. Name Position with Reporting Person Principal Occupation Carl L. Gordon Member Member OrbiMed Advisors LLC Sven H. Borho German and Swedish Citizen Member Member OrbiMed Advisors LLC W. Carter Neild Member Member OrbiMed Advisors LLC Geoffrey C. Hsu Member Member OrbiMed Advisors LLC C. Scotland Stevens Member Member OrbiMed Advisors LLC David P. Bonita Member Member OrbiMed Advisors LLC Peter A. Thompson Member Member OrbiMed Advisors LLC Matthew S. Rizzo Member Member OrbiMed Advisors LLC Trey Block Chief Financial Officer Chief Financial Officer OrbiMed Advisors LLC SCHEDULE II The names and present principal occupat

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View this SC 13D/A filing on SEC EDGAR