SC 13G: Passage BIO, Inc.
Ticker: PASG · Form: SC 13G · Filed: Nov 14, 2024 · CIK: 1787297
Sentiment: neutral
Topics: sc-13g
AI Summary
SC 13G filing by Passage BIO, Inc..
Risk Assessment
Risk Level: low
Filing Stats: 1,322 words · 5 min read · ~4 pages · Grade level 8.6 · Accepted 2024-11-14 12:03:11
Key Financial Figures
- $0.0001 — me of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securitie
Filing Documents
- p24-3217sc13g.htm (SC 13G) — 60KB
- p24-3217exhibit99_1.htm (EX-99.1) — 4KB
- 0000902664-24-006563.txt ( ) — 66KB
(a)
Item 1(a). NAME OF ISSUER. The name of the issuer is Passage BIO, Inc. (the " Company ").
(b)
Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: The Company's principal executive offices are located at One Commerce Square, 2005 Market Street, 39 th Floor, Philadelphia, PA 19103.
(a)
Item 2(a). NAME OF PERSON FILING: This statement is filed by: (i) Vestal Point Capital, LP (the " Investment Manager "), a Delaware limited partnership, and the investment adviser to a certain fund and a managed account (the " Vestal Point Fund and Account "), with respect to the shares of Common Stock (as defined in Item 2(d) below) directly held by the Vestal Point Fund and Account; and (ii) Mr. Ryan Wilder (" Mr. Wilder "), the Chief Investment Officer and Managing Partner of the Investment Manager and the Managing Member of Vestal Point Capital, LLC, the general partner of the Investment Manager, with respect to the shares of Common Stock directly held by the Vestal Point Fund and Account. The foregoing persons are hereinafter sometimes collectively referred to as the " Reporting Persons ." The filing of this statement should not be construed as an admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Act, the beneficial owner of the shares of Common Stock reported herein.
(b)
Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: The address of the business office of each of the Reporting Persons is 632 Broadway, Suite 602, New York, NY 10012.
(c)
Item 2(c). CITIZENSHIP: The Investment Manager is a Delaware limited partnership. Mr. Wilder is a citizen of the United States.
(d)
Item 2(d). TITLE OF CLASS OF SECURITIES: Common stock, par value $0.0001 per share (the " Common Stock ").
(e)
Item 2(e). CUSIP NUMBER: 702712100 CUSIP No. 702712100 13G Page 5 of 7 Pages Item 3. IF THIS STATEMENT IS FILED PURSUANT TO §§ 240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: (a) ¨ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); (b) ¨ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); (e) x Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) ¨ Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) x Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) ¨ Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) ¨ Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3); (j) ¨ Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ______________________ Item 4. The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The percentages set forth herein are calculated based upon 61,767,286 shares of Common Stock outstanding as of August 5, 2024, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024, filed with the Securities and Exchange Commission on August 8, 2024. Item 5. Not applicable. CUSI
SIGNATURES
SIGNATURES After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct. DATED: November 14, 2024 VESTAL POINT CAPITAL, LP By: VESTAL POINT CAPITAL, LLC, its general partner By: /s/ Ryan Wilder Name: Ryan Wilder Title: Chief Investment Officer and Managing Partner /s/ Ryan Wilder Ryan Wilder