James N Topper Form 3 Passage BIO / IX, L.L.C. FHMLS ownership change

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^*

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)

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)

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)

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)

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
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