[144] Passage Bio, Inc. SEC Filing

Rhea-AI Filing Summary

OrbiMed Private Investments VII, LP has filed a Form 144 notice indicating their intention to sell 1,076,120 shares of Passage Bio common stock with an aggregate market value of $378,364. The planned sale is scheduled for June 24, 2025, through Themis Trading LLC on the Nasdaq Stock Market.

The securities were originally acquired during Passage Bio's IPO on March 3, 2020. The filing also discloses previous sales by OrbiMed over the past 3 months, totaling 384,626 shares between April 15-24, 2025, with gross proceeds of approximately $128,436.

Key transaction details:

• Total outstanding shares: 62,148,274
• Average selling price of recent transactions: ~$0.33 per share
• Planned sale represents approximately 1.73% of total outstanding shares

Positive

• None.

Negative

• Major insider selling: OrbiMed Private Investments VII, LP plans to sell 1,076,120 shares worth $378,364, representing a significant liquidation
• Pattern of consistent selling: OrbiMed has already sold 384,626 shares over the past 3 months through multiple transactions

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common Stock	Themis Trading LLC 10 Town Square Suite 100 Chatham NJ 07928	1076120	378364.00	62148274	06/24/2025	Nasdaq Stock Market

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common Stock	03/03/2020	IPO	Issuer			1076120	03/03/2020	N/A

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
OrbiMed Private Investments VII, LP 601 Lexington Ave., 54th Floor New York NY 10022	Common Stock	04/15/2025	10326	3924.00
OrbiMed Private Investments VII, LP 601 Lexington Ave., 54th Floor New York NY 10022	Common Stock	04/16/2025	61638	20341.00
OrbiMed Private Investments VII, LP 601 Lexington Ave., 54th Floor New York NY 10022	Common Stock	04/17/2025	77090	25440.00
OrbiMed Private Investments VII, LP 601 Lexington Ave., 54th Floor New York NY 10022	Common Stock	04/22/2025	78049	26537.00
OrbiMed Private Investments VII, LP 601 Lexington Ave., 54th Floor New York NY 10022	Common Stock	04/23/2025	89328	30372.00
OrbiMed Private Investments VII, LP 601 Lexington Ave., 54th Floor New York NY 10022	Common Stock	04/24/2025	68195	21822.00

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How many shares of PASG stock are being proposed for sale according to the Form 144 filing from June 2025?

According to the Form 144 filing, 1,076,120 shares of PASG common stock are proposed to be sold through Themis Trading LLC, with an aggregate market value of $378,364.00.

When did OrbiMed Private Investments VII, LP acquire the PASG shares being sold?

The shares were originally acquired on March 3, 2020, through Passage Bio's Initial Public Offering (IPO) as indicated in the Securities To Be Sold section of the Form 144.

What is the total number of PASG shares outstanding as of June 2025?

According to the Form 144 filing, Passage Bio (PASG) has 62,148,274 shares outstanding.

How many PASG shares did OrbiMed Private Investments VII, LP sell in the past 3 months before this Form 144 filing?

OrbiMed Private Investments VII, LP sold a total of 384,626 shares in multiple transactions between April 15-24, 2025, with total gross proceeds of approximately $128,436.

What is the planned sale date for the PASG shares according to the Form 144?

The Form 144 indicates an approximate date of sale of June 24, 2025, and the securities are to be sold on the Nasdaq Stock Market.