Versant Ventures VI GP-GP Form 4 Passage BIO / Thomas Woiwode ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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. Issuer Name and Ticker or Trading Symbol
Passage BIO, Inc. [ PASG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2020

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/03/2020		C		2,977,242	A	(1)	2,977,242	D(2)
Common Stock	03/03/2020		C		1,049,175	A	(1)	4,026,417	D(2)
Common Stock	03/03/2020		C		708,352	A	(1)	708,352	I	By Versant Vantage I, L.P.(3)
Common Stock	03/03/2020		P		225,000	A	$18	933,352	I	By Versant Vantage I, L.P.(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A-1 Preferred Stock	(1)	03/03/2020		C			2,977,242	(1)	(1)	Common Stock	2,977,242	$0.00	0	D(2)
Series A-2 Preferred Stock	(1)	03/03/2020		C			1,049,175	(1)	(1)	Common Stock	1,049,175	$0.00	0	D(2)
Series B Preferred Stock	(1)	03/03/2020		C			708,352	(1)	(1)	Common Stock	708,352	$0.00	0	I	By Versant Vantage I, L.P.(3)

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)

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)

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)

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)

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)

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)

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)

Explanation of Responses:

1. Each share of the issuer's Series A-1 Preferred Stock, Series A-2 Preferred Stock and Series B Preferred Stock automatically converted into one (1) share of the issuer's Common Stock immediately upon the closing of the issuer's initial public offering on March 3, 2020.

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 4 is being filed separately by Dr. Woiwode in his capacity as a Director of the issuer.

3. 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 4 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	03/03/2020
	/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	03/03/2020
	/s/ Versant Ventures VI GP-GP, LLC By: Robin L. Praeger Its: Managing Director	03/03/2020
	/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	03/03/2020
	/s/ Versant Vantage I GP, L.P. By: Versant Vantage I GP-GP, LLC Its: General Partner By: Robin L. Praeger Its: Managing Director	03/03/2020
	/s/ Versant Vantage I GP-GP, LLC By: Robin L. Praeger Its: Managing Director	03/03/2020
	/s/ Richard Morris as attorney-in-fact for Thomas Woiwode	03/03/2020
	** Signature of Reporting Person	Date
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