Large Insider Sale at Passage Bio as OrbiMed Trims Position

Rhea-AI Filing Summary

Passage Bio (NASDAQ:PASG) filed a Form 4 showing that 10% owner OrbiMed Advisors, via OrbiMed Private Investments VII, sold 583,657 common shares on 24-26 Jun 2025 at an average price near $0.34.

The disposals cut OrbiMed’s indirect stake from roughly 6.65 million to 6.06 million shares, a reduction of about 8.8% of its holdings, yielding proceeds of approximately $0.20 million. No derivative trades were reported and the Rule 10b5-1 plan box was left unchecked.

• OrbiMed remains a ≥10% beneficial owner.
• The firm disclaims beneficial ownership beyond pecuniary interest.

Sizable sales by a controlling holder can weigh on sentiment despite the modest dollar amount.

Positive

• None.

Negative

• 10% owner OrbiMed Advisors sold 583,657 PASG shares (~8.8% of its holdings) over three days at an average price of roughly $0.34.

Insights

Corporate Governance Specialist

TL;DR: 10% holder pares stake by 9%, potential bearish sentiment.

Materiality: A disposal above 5% of an insider’s position meets SEC significance thresholds. Magnitude: 583,657 shares represents ~8.8% of the prior stake, signalling a non-trivial rebalance.

Sentiment impact: Sales unlinked to a 10b5-1 plan may be interpreted as diminished confidence ahead of catalysts or a need for liquidity. OrbiMed’s continued control means future sales could further pressure shares.

Governance view: No accompanying governance shifts; standard beneficial ownership disclaimers remain. The event is negative for perception rather than compliance.

Portfolio Manager

TL;DR: Limited cash raised; watch near-term overhang risk.

The ~$0.20 M proceeds are immaterial in absolute terms, yet insider selling during a sub-$1 price regime may cap upside. The transaction equals roughly 0.8% of the public float—small mechanically—but investor psychology often amplifies insider signals.

With 6.06 M shares still held, OrbiMed remains influential; a follow-on disposal would be more damaging. Fundamentals stay unchanged, but short-term supply dynamics warrant monitoring.

Insider Trade Summary

Net Seller: 583,657 shares ($197,239)

Net Sell 3 txns

Insider ORBIMED ADVISORS LLC, OrbiMed Capital GP VII LLC

Role 10% Owner | 10% Owner

Sold 583,657 shs ($197K)

Type	Security	Shares	Price	Value
Sale	Common Stock	213,257	$0.33	$70K
Sale	Common Stock	138,800	$0.33	$46K
Sale	Common Stock	231,600	$0.35	$81K

Holdings After Transaction: Common Stock — 6,066,343 shares (Indirect, See footnotes)

Footnotes (1)

1. These shares of the Issuer's common stock are held of record by OrbiMed Private Investments VII, LP ("OPI VII"). OrbiMed Capital GP VII LLC ("GP VII") is the general partner of OPI VII, and OrbiMed Advisors LLC ("OrbiMed Advisors"), a registered investment adviser under the Investment Advisors Act of 1940, as amended, is the managing member of GP VII. By virtue of such relationships, GP VII and OrbiMed Advisors may be deemed to have voting and investment power over the shares of common stock held by OPI VII and, as a result, may be deemed to have beneficial ownership over such shares of common stock. OrbiMed Advisors exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership over the shares of common stock held by OPI VII. Each of OrbiMed Advisors and GP VII disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any such entity is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

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^*

ORBIMED ADVISORS LLC

(Last) (First) (Middle)

601 LEXINGTON AVENUE

54TH FLOOR

(Street)

NEW YORK NY 10022

(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)
06/24/2025

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	06/24/2025		S		231,600	D	$0.35	6,418,400	I	See footnotes(1)(2)
Common Stock	06/25/2025		S		138,800	D	$0.33	6,279,600	I	See footnotes(1)(2)
Common Stock	06/26/2025		S		213,257	D	$0.33	6,066,343	I	See footnotes(1)(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

ORBIMED ADVISORS LLC

(Last) (First) (Middle)

601 LEXINGTON AVENUE

54TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

OrbiMed Capital GP VII LLC

(Last) (First) (Middle)

601 LEXINGTON AVENUE

54TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. These shares of the Issuer's common stock are held of record by OrbiMed Private Investments VII, LP ("OPI VII"). OrbiMed Capital GP VII LLC ("GP VII") is the general partner of OPI VII, and OrbiMed Advisors LLC ("OrbiMed Advisors"), a registered investment adviser under the Investment Advisors Act of 1940, as amended, is the managing member of GP VII. By virtue of such relationships, GP VII and OrbiMed Advisors may be deemed to have voting and investment power over the shares of common stock held by OPI VII and, as a result, may be deemed to have beneficial ownership over such shares of common stock. OrbiMed Advisors exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership over the shares of common stock held by OPI VII.

2. Each of OrbiMed Advisors and GP VII disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any such entity is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

	/s/ Carl L. Gordon, Member of OrbiMed Advisors LLC	06/26/2025
	/s/ Carl L. Gordon, Member of OrbiMed Capital GP VII LLC	06/26/2025
	** Signature of Reporting Person	Date
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.

FAQ

How many PASG shares did OrbiMed sell in the June 2025 Form 4?

OrbiMed disposed of 583,657 common shares between 24-26 June 2025.

What was the average price of the PASG shares sold by OrbiMed?

Sale prices ranged from $0.33 to $0.35, averaging about $0.34 per share.

What percentage of OrbiMed’s PASG stake was reduced?

The sale lowered OrbiMed’s holdings by approximately 8.8%.

How many PASG shares does OrbiMed still own after the sale?

OrbiMed remains beneficial owner of 6,066,343 shares.

Was the insider sale executed under a Rule 10b5-1 trading plan?

The filing’s 10b5-1 checkbox was not marked, indicating no disclosed trading plan.