STOCK TITAN

Passage Bio (PASG) holder adds 50,055 shares in open-market buy

Filing Impact
(Moderate)
Filing Sentiment
(Positive)
Form Type
4

Rhea-AI Filing Summary

Lynx1 Master Fund LP, an entity associated with Lynx1 Capital Management LP and Weston Nichols, purchased 50,055 shares of Passage BIO, Inc. common stock in an open-market transaction. The weighted average purchase price was $4.1175 per share, with individual trades between $3.33 and $4.30 per share.

Following this transaction, the entity’s indirect holdings reported for Passage BIO increased to 673,759 shares of common stock. Lynx1 Capital Management LP and Mr. Nichols each disclaim beneficial ownership of these securities except to the extent of any pecuniary interest.

Positive

  • None.

Negative

  • None.
Insider Lynx1 Capital Management LP, Nichols Weston
Role null | null
Bought 50,055 shs ($206K)
Type Security Shares Price Value
Purchase Common stock, $0.0001 par value per share ("Common Stock") 50,055 $4.1175 $206K
Holdings After Transaction: Common stock, $0.0001 par value per share ("Common Stock") — 673,759 shares (Indirect, See footnote)
Footnotes (1)
  1. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.33 to $4.30 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares purchased at each separate price within the range set forth herein. The securities to which this filing relates are held directly by Lynx1 Master Fund LP to which Lynx1 Capital Management LP (the "Investment Manager") serves as investment manager. Weston Nichols ("Mr. Nichols") is the sole member of Lynx1 Capital Management GP LLC, the general partner of the Investment Manager. Each of the Investment Manager and Mr. Nichols disclaims beneficial ownership of the securities to which this filing relates for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, except to the extent of his or its pecuniary interest therein, if any.
Shares purchased 50,055 shares Open-market buy on 2026-06-25
Weighted average price $4.1175 per share Purchase of Passage BIO common stock
Price range $3.33–$4.30 per share Individual trades within the reported purchase
Shares held after transaction 673,759 shares Indirect holdings reported following the trade
Transaction code P (purchase) Indicates open-market or private transaction
Ownership type Indirect Securities held by Lynx1 Master Fund LP
weighted average price financial
"The price reported in Column 4 is a weighted average price."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
pecuniary interest financial
"except to the extent of his or its pecuniary interest therein, if any."
beneficial ownership regulatory
"disclaims beneficial ownership of the securities to which this filing relates"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
ten percent owner regulatory
""is_ten_percent_owner": 1"
Section 16 regulatory
"for purposes of Section 16 of the Securities and Exchange Act of 1934"
Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.
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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Lynx1 Capital Management LP

(Last)(First)(Middle)
D81 CALLE C
SUITE 301 PMB 1202

(Street)
DORADO PUERTO RICO 00646

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Passage BIO, Inc. [ PASG ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/25/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common stock, $0.0001 par value per share ("Common Stock")06/25/2026P50,055A$4.1175(1)673,759ISee footnote(2)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
1. Name and Address of Reporting Person*
Lynx1 Capital Management LP

(Last)(First)(Middle)
D81 CALLE C
SUITE 301 PMB 1202

(Street)
DORADO PUERTO RICO 00646

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Nichols Weston

(Last)(First)(Middle)
151 CALLE DE SAN FRANCISCO
SUITE 200, PMB 1237

(Street)
SAN JUAN PUERTO RICO 00901-1607

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.33 to $4.30 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares purchased at each separate price within the range set forth herein.
2. The securities to which this filing relates are held directly by Lynx1 Master Fund LP to which Lynx1 Capital Management LP (the "Investment Manager") serves as investment manager. Weston Nichols ("Mr. Nichols") is the sole member of Lynx1 Capital Management GP LLC, the general partner of the Investment Manager. Each of the Investment Manager and Mr. Nichols disclaims beneficial ownership of the securities to which this filing relates for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, except to the extent of his or its pecuniary interest therein, if any.
Lynx1 Capital Management LP, By: Lynx1 Capital Management GP LLC, its general partner, By: /s/ Weston Nichols, Sole Member06/29/2026
/s/ Weston Nichols06/29/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)