Passage Bio (PASG) SC 13G/A Passage BIO / Access Industries ownership change

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Passage Bio, Inc.    

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

702712100

(CUSIP Number)

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

^*  The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

CUSIP No. 702712100

1	NAME OF REPORTING PERSON   AI Passage LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a)  ☐        (b)  ☐
3	SEC USE ONLY:
4	CITIZENSHIP OR PLACE OF ORGANIZATION:   State of Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   2,616,630
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   2,616,630

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,616,630
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   4.8% (1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO (Limited Liability Company)

(1) Based on 54,106,911 shares of common stock outstanding of Passage Bio, Inc. (the “Issuer”), as set forth in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on November 4, 2021.

CUSIP No. 702712100

1	NAME OF REPORTING PERSON   Access Industries Holdings LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a)  ☐        (b)  ☐
3	SEC USE ONLY:
4	CITIZENSHIP OR PLACE OF ORGANIZATION:   State of Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   2,616,630
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   2,616,630

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,616,630
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   4.8% (1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO (Limited Liability Company)

(1) Based on 54,106,911 shares of common stock outstanding of the Issuer, as set forth in the Issuer’s Form 10-Q filed with the SEC on November 4, 2021.

CUSIP No. 702712100

1	NAME OF REPORTING PERSON   Access Industries Management, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a)  ☐        (b)  ☐
3	SEC USE ONLY:
4	CITIZENSHIP OR PLACE OF ORGANIZATION:   State of Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   2,616,630
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   2,616,630

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,616,630
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   4.8% (1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO (Limited Liability Company)

(1) Based on 54,106,911 shares of common stock outstanding of the Issuer, as set forth in the Issuer’s Form 10-Q filed with the SEC on November 4, 2021.

CUSIP No. 702712100

1	NAME OF REPORTING PERSON   Len Blavatnik
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a)  ☐        (b)  ☐
3	SEC USE ONLY:
4	CITIZENSHIP OR PLACE OF ORGANIZATION:   United States of America

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   2,616,630
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   2,616,630

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,616,630
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   4.8% (1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   IN

(1) Based on 54,106,911 shares of common stock outstanding of the Issuer, as set forth in the Issuer’s Form 10-Q filed with the SEC on November 4, 2021.

CUSIP No. 702712100

Item 1.

(a) Name of Issuer:

Passage Bio, Inc. (the “Issuer”)

(b) Address of Issuer’s Principal Executive Offices:

Two Commerce Square

2001 Market Street

28th Floor

Philadelphia, PA 19103

Item 2.

(a) Name of Person Filing:

This filing is being made on behalf of (collectively, the “Reporting Persons”):

AI Passage LLC

Access Industries Holdings LLC

Access Industries Management, LLC

Len Blavatnik

(b) Address of Principal Business Office or, if none, Residence

The principal business office of each Reporting Person is:

c/o Access Industries, Inc.

40 West 57^th Street, 28^th Floor

New York, NY 10019.

(c) Citizenship:

Mr. Blavatnik is a citizen of the United States of America. Each of the other Reporting Persons is organized under the laws of the State of Delaware.

(d) Title of Class of Securities:

Common stock, par value $0.0001 per share (“Common Stock”)

(e) CUSIP Number:

702712100

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:

Not applicable.

Item 4. Ownership

(a-c)

The ownership information presented below represents beneficial ownership of the Issuer’s Common Stock as of December 31, 2021, based on 54,106,911 shares of Common Stock outstanding, as set forth in the Issuer’s Form 10-Q filed with the SEC on November 4, 2021.

Reporting Person	Amount beneficially owned		Percent of class:			Sole power to vote or to direct the vote:		Shared power to vote or to direct the vote:		Sole power to dispose or to direct the disposition of:		Shared power to dispose or to direct the disposition of:
AI Passage LLC		2,616,630		4.8	%		0		2,616,630		0		2,616,630
Access Industries Holdings LLC		2,616,630		4.8	%		0		2,616,630		0		2,616,630
Access Industries Management, LLC		2,616,630		4.8	%		0		2,616,630		0		2,616,630
Len Blavatnik		2,616,630		4.8	%		0		2,616,630		0		2,616,630

Each of Access Industries Holdings LLC, Access Industries Management, LLC and Len Blavatnik may be deemed to beneficially own the shares of the Issuer’s Common Stock beneficially owned by AI Passage LLC, a subsidiary in a multi-tier corporate structure of which Access Industries Holdings LLC is the parent holding company and is ultimately managed by Access Industries Management, LLC and controlled by Mr. Blavatnik.

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☒

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the parent Holding Company or Control Person.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certification.

By signing below the Reporting Persons certify that, to the best of their knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under Exchange Act Rule 14a-11.

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.

Date: February 14, 2022

ACCESS INDUSTRIES HOLDINGS LLC	By: Access Industries Management, LLC, its Manager
	/s/ Alejandro Moreno _
	Name: Alejandro Moreno
	Title: Executive Vice President
ACCESS INDUSTRIES MANAGEMENT LLC	/s/ Alejandro Moreno _
	Name: Alejandro Moreno Title: Executive Vice President
AI PASSAGE, LLC	By: Access Industries Management, LLC, its Manager
	/s/ Alejandro Moreno _
	Name: Alejandro Moreno Title: Executive Vice President

*

Name: Len Blavatnik

* The undersigned, by signing his name hereto, executes this Schedule 13G pursuant to the Power of Attorney executed on behalf of Mr. Blavatnik (as filed with the Securities and Exchange Commission on February 13, 2015).

By:	/s/ Alejandro Moreno
	Name: Alejandro Moreno
	Attorney-in-Fact