SEC Form SC 13D/A filed by Passage Bio Inc. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-l(a) AND AMENDMENTS THERETO FILED PURSUANT
TO RULE 13d-2(a)
(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)
Versant Venture Capital VI, L.P.
Max Eisenberg
One Sansome Street, Suite 1650
San Francisco, CA 94104
415-801-8100
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August 7, 2023
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
| * | 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 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
| CUSIP No. 702712 100 | 13D |
| 1. |
Name of Reporting Persons
Versant Venture Capital VI, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒(1)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (see instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
4,026,417 shares of common stock (2) | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
4,026,417 shares of common stock (2) | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
4,026,417 shares of common stock (2) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row 11
7.3% (3) | |||||
| 14. | Type of Reporting Person (see instructions)
PN | |||||
| (1) | This Schedule 13D is filed by Versant Venture Capital VI, L.P. (“Versant VI”), Versant Ventures VI GP, L.P. (“GP VI”), Versant Ventures VI GP-GP, LLC (“LLC VI”), Versant Vantage I, L.P. (“Vantage LP”), Versant Vantage I GP, L.P. (“Vantage GP”), Versant Vantage I GP-GP, LLC (“Vantage LLC” and, with Versant VI, GP VI, LLC VI, Vantage LP and Vantage GP, collectively, the “Reporting Persons”). LLC VI is the general partner of GP VI, which is the general partner of Versant VI. Each of LLC VI and GP VI share voting and dispositive power over the shares held by Versant VI. Vantage LLC is the general partner of Vantage GP, which is the general partner of Vantage LP. Each of Vantage LLC and Vantage GP share voting and dispositive power over the shares held by Vantage LP. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. |
| (2) | These shares are held by Versant VI. LLC VI is the general partner of GP VI, which is the general partner of Versant VI. Each of LLC VI and GP VI share voting and dispositive power over the shares held by Versant VI. |
| (3) | The percentages used herein are calculated based upon 54,811,305 shares issued and outstanding as of August 2, 2023, as set forth in the Issuer’s quarterly report on Form 10-Q for the quarter ended June 30, 2023, filed with the United States Securities and Exchange Commission (the “SEC”) on August 7, 2023 (the “Form 10-Q”). |
2
| CUSIP No. 702712 100 | 13D |
| 1. |
Name of Reporting Persons
Versant Ventures VI GP, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒(1)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (see instructions)
AF | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
4,026,417 shares of common stock (2) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
4,026,417 shares of common stock (2) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
4,026,417 shares of common stock (2) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row 11
7.3% (3) | |||||
| 14. | Type of Reporting Person (see instructions)
PN | |||||
| (1) | This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. |
| (2) | These shares are held by Versant VI. LLC VI is the general partner of GP VI, which is the general partner of Versant VI. Each of LLC VI and GP VI share voting and dispositive power over the shares held by Versant VI. |
| (3) | The percentages used herein are calculated based upon 54,811,305 shares outstanding as of August 2, 2023, as set forth in the Form 10-Q. |
3
| CUSIP No. 702712 100 | 13D |
| 1. |
Name of Reporting Persons
Versant Ventures VI GP-GP, LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒(1)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (see instructions)
AF | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
4,026,417 shares of common stock (2) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
4,026,417 shares of common stock (2) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
4,026,417 shares of common stock (2) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row 11
7.3% (3) | |||||
| 14. | Type of Reporting Person (see instructions)
OO | |||||
| (1) | This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. |
| (2) | These shares are held by Versant VI. LLC VI is the general partner of GP VI, which is the general partner of Versant VI. Each of LLC VI and GP VI share voting and dispositive power over the shares held by Versant VI. |
| (3) | The percentages used herein are calculated based upon 54,811,305 shares outstanding as of August 2, 2023, as set forth in the Form 10-Q. |
4
| CUSIP No. 702712 100 | 13D |
| 1. |
Name of Reporting Persons
Versant Vantage I, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒(1)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (see instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
933,352 shares of common stock (2) | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
933,352 shares of common stock (2) | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
933,352 shares of common stock (2) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row 11
1.7% (3) | |||||
| 14. | Type of Reporting Person (see instructions)
PN | |||||
| (1) | This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. |
| (2) | These shares are held by Vantage LP. Vantage LLC is the general partner of Vantage GP, which is the general partner of Vantage LP. Each of Vantage LLC and Vantage GP share voting and dispositive power over the shares held by Vantage LP. |
| (3) | The percentages used herein are calculated based upon 54,811,305 shares outstanding as of August 2, 2023, as set forth in the Form 10-Q. |
5
| CUSIP No. 702712 100 | 13D |
| 1. |
Name of Reporting Persons
Versant Vantage I GP, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒(1)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (see instructions)
AF | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
933,352 shares of common stock (2) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
933,352 shares of common stock (2) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
933,352 shares of common stock (2) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row 11
1.7% (3) | |||||
| 14. | Type of Reporting Person (see instructions)
PN | |||||
| (1) | This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. |
| (2) | These shares are held by Vantage LP. Vantage LLC is the general partner of Vantage GP, which is the general partner of Vantage LP. Each of Vantage LLC and Vantage GP share voting and dispositive power over the shares held by Vantage LP. |
| (3) | The percentages used herein are calculated based upon 54,811,305 shares outstanding as of August 2, 2023, as set forth in the Form 10-Q. |
6
| CUSIP No. 702712 100 | 13D |
| 1. |
Name of Reporting Persons
Versant Vantage I GP-GP, LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒(1)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (see instructions)
AF | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
933,352 shares of common stock (2) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
933,352 shares of common stock (2) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
933,352 shares of common stock (2) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row 11
1.7% (3) | |||||
| 14. | Type of Reporting Person (see instructions)
OO | |||||
| (1) | This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. |
| (2) | These shares are held by Vantage LP. Vantage LLC is the general partner of Vantage GP, which is the general partner of Vantage LP. Vantage LLC and Vantage GP share voting and dispositive power over the shares held by Vantage LP. |
| (3) | The percentages used herein are calculated based upon 54,811,305 shares outstanding as of August 2, 2023, as set forth in the Form 10-Q. |
7
| CUSIP No. 702712 100 | 13D |
Explanatory Note: This Amendment No. 1 (this “Amendment”) amends and supplements the Schedule 13D originally filed by the Reporting Persons with the Commission on March 13, 2020 (the “Original Schedule 13D”). Only those items that are hereby reported are amended; all other items reported in the Original Schedule 13D remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Amendment have the meanings ascribed to them in the Original Schedule 13D.
Item 1. Security and Issuer
The address of the principal executive offices of the Issuer is at One Commerce Square, 2005 Market Street, 39th Floor, Philadelphia, PA 19103.
Item 2. Identity and Background
(b) The principal business and principal business office of the Reporting Persons is Versant Ventures, One Sansome Street, Suite 1650, San Francisco, CA 94104.
Item 4. Purpose of Transaction
Solely on behalf of, and only to the extent that it relates to, the Reporting Persons, Item 4 of the Original Schedule 13D is hereby amended and supplemented by the addition of the following:
The Reporting Persons have previously reserved the right and continue to reserve the right, based on all relevant factors and subject to applicable law or other restrictions, at any time and from time to time, to acquire additional shares of Common Stock or other securities of the Issuer, dispose of some or all of the shares of Common Stock or other securities of the Issuer that it may own from time to time, in each case in open market or private transactions, block sales or otherwise or pursuant to ordinary stock exchange transactions effected through one or more broker-dealers whether individually or utilizing specific pricing or other instructions (including by means of Rule 10b5-1 programs), and review or reconsider their position, change their purpose, take other actions or formulate and implement plans or proposals with respect to any of the foregoing.
The Reporting Persons intend to review their investment in the Issuer from time to time on the basis of various factors, including the Issuer’s business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer’s stock in particular, as well as other developments.
Item 5. Interest in Securities of the Issuer
This information reported below is based on a total of 54,811,305 shares of the Issuer’s Common Stock outstanding as of August 2, 2023, as reported on the Issuer’s Form 10-Q filed with the Commission on August 7, 2023. This Amendment is being filed to update the aggregate percentage of the Issuer’s Common Stock owned by the Reporting Persons due to dilution caused by the Issuer’s sales of additional shares of its Common Stock from time to time since the date of the filing of the Original Schedule 13D. Such transactions resulted in a decrease of over one percent (1%) in the aggregate percentage ownership reported by the Reporting Persons in the Original Schedule 13D.
(a) and (b) See Items 7-11 and 13 of the cover pages of this Statement for each Reporting Person and Item 2 above.
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.
November 9, 2023
| Versant Venture Capital VI, L.P. | ||
| By: | Versant Ventures VI GP, L.P. | |
| Its: | General Partner | |
| By: | Versant Ventures VI GP-GP, LLC | |
| Its: | General Partner | |
| By: | /s/ Max Eisenberg, Chief Operating Officer | |
| Versant Ventures VI GP, L.P. | ||
| By: | Versant Ventures VI GP-GP, LLC | |
| Its: | General Partner | |
| By: | /s/ Max Eisenberg, Chief Operating Officer | |
| Versant Ventures VI GP-GP, LLC | ||
| By: | /s/ Max Eisenberg, Chief Operating Officer | |
| Versant Vantage I, L.P. | ||
| By: | Versant Vantage I GP, L.P. | |
| Its: | General Partner | |
| By: | Versant Vantage I GP-GP, LLC | |
| Its: | General Partner | |
| By: | /s/ Max Eisenberg, Chief Operating Officer | |
| Versant Vantage I GP, L.P. | ||
| By: | Versant Vantage I GP-GP, LLC | |
| Its: | General Partner | |
| By: | /s/ Max Eisenberg, Chief Operating Officer | |
| Versant Vantage I GP-GP, LLC | ||
| By: | /s/ Max Eisenberg, Chief Operating Officer | |