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Passage Bio, Inc. received an amended Schedule 13G/A from Vestal Point Capital, LP and Ryan Wilder regarding its common stock. The filing states that the Reporting Persons now have 0 shares beneficially owned and 0% of the outstanding common stock, with no sole or shared voting or dispositive power reported.
The Reporting Persons describe Vestal Point Capital, LP as investment adviser to a fund and managed account that previously held Passage Bio common stock, and clarify that the filing should not be construed as an admission of beneficial ownership for Section 13 purposes.
Key Figures
Beneficial ownership:0%Shares beneficially owned:0.00 sharesSole voting power:0.00 shares+1 more
4 metrics
Beneficial ownership0%Percent of Passage Bio common stock class reported by each Reporting Person
Shares beneficially owned0.00 sharesRow 9 of the cover page for each Reporting Person
Sole voting power0.00 sharesRow 5 of the cover page for each Reporting Person
Shared voting power0.00 sharesRow 6 of the cover page for each Reporting Person
Key Terms
beneficial owner, Investment Manager, Ownership of 5 percent or less of a class, dispositive power
4 terms
beneficial ownerregulatory
"not be construed as an admission that any Reporting Person is, for the purposes of Section 13, the beneficial owner"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
Investment Managerfinancial
"Vestal Point Capital, LP (the "Investment Manager"), a Delaware limited partnership, and the investment adviser"
Ownership of 5 percent or less of a classregulatory
"Item 5. | Ownership of 5 Percent or Less of a Class. | Ownership of 5 percent or less of a class"
dispositive powerregulatory
"Sole Dispositive Power 0.00 8 | Shared Dispositive Power 0.00"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What does the Vestal Point Capital Schedule 13G/A filing mean for Passage BIO (PASG)?
Vestal Point Capital, LP and Ryan Wilder report 0 shares and 0% beneficial ownership of Passage Bio common stock. They also report no sole or shared voting or dispositive power over PASG shares.
How much of Passage BIO (PASG) stock does Vestal Point Capital currently own?
According to the amended Schedule 13G/A, Vestal Point Capital and Ryan Wilder report beneficial ownership of 0 shares of Passage Bio common stock, representing 0% of the class outstanding.
Who are the reporting persons in this Passage BIO (PASG) Schedule 13G/A?
The reporting persons are Vestal Point Capital, LP, a Delaware limited partnership and investment adviser, and Ryan Wilder, its Chief Investment Officer and Managing Partner, who reports with respect to the same Passage Bio common stock accounts.
What is the significance of the 'Ownership of 5 percent or less of a class' statement for PASG?
The filing specifies that the Reporting Persons have ownership of 5 percent or less of Passage Bio’s common stock, quantified as 0%. This indicates they are no longer a 5% beneficial owner under Section 13 rules.
Where are Passage BIO (PASG) and Vestal Point Capital based according to the filing?
Passage Bio’s principal executive offices are at 3000 Pegasus Park Drive, Suite 1430, Dallas, Texas 75247. Vestal Point Capital and Ryan Wilder list their business office at 632 Broadway, Suite 602, New York, NY 10012.
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)
702712209
(CUSIP Number)
06/30/2026
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
702712209
1
Names of Reporting Persons
Vestal Point Capital, LP
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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
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)
0 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP Number(s):
702712209
1
Names of Reporting Persons
Ryan Wilder
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
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
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)
0 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Passage BIO, Inc.
(b)
Address of issuer's principal executive offices:
3000 Pegasus Park Drive, Suite 1430, Dallas, Texas 75247
Item 2.
(a)
Name of person filing:
This statement is filed by:
(i) Vestal Point Capital, LP (the "Investment Manager"), a Delaware limited partnership, and the investment adviser to a certain fund and a managed account (the "Vestal Point Fund and Account"), with respect to the shares of common stock, par value $0.0001 per share (the "Common Stock"), of Passage Bio, Inc. (the "Company") directly held by the Vestal Point Fund and Account; and
(ii) Mr. Ryan Wilder ("Mr. Wilder"), the Chief Investment Officer and Managing Partner of the Investment Manager and the Managing Member of Vestal Point Capital, LLC, the general partner of the Investment Manager, with respect to the shares of Common Stock directly held by the Vestal Point Fund and Account.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
The filing of this statement should not be construed as an admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Securities Exchange Act of 1934, the beneficial owner of the securities reported herein.
(b)
Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is 632 Broadway, Suite 602, New York, NY 10012.
(c)
Citizenship:
The Investment Manager is a Delaware limited partnership. Mr. Wilder is a citizen of the United States.
(d)
Title of class of securities:
Common Stock, par value $0.0001 per share
(e)
CUSIP No.:
702712209
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:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(b)
Percent of class:
0%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 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.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities 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 § 240.14a-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.
Vestal Point Capital, LP
Signature:
/s/ Ryan Wilder
Name/Title:
By: Vestal Point Capital, LLC, General Partner, By: Ryan Wilder, Chief Investment Officer and Managing Partner
