Form 4: OrbiMed Advisors Sells Over 580,000 Shares of Passage Bio Stock

OrbiMed Advisors LLC and OrbiMed Capital GP VII LLC, significant shareholders and directors of Passage BIO, Inc., reported the sale of 583,657 shares of common stock over three days in late June 2025.

Summary

• OrbiMed Advisors LLC and OrbiMed Capital GP VII LLC, identified as 10% owners and directors of Passage BIO, Inc. (PASG), reported multiple sales of the issuer's common stock.
• On June 24, 2025, 231,600 shares were sold at a price of $0.35 per share, leaving 6,418,400 shares beneficially owned.
• On June 25, 2025, an additional 138,800 shares were sold at $0.33 per share, reducing the beneficial ownership to 6,279,600 shares.
• On June 26, 2025, 213,257 shares were sold at $0.33 per share, resulting in a remaining beneficial ownership of 6,066,343 shares.
• The total number of shares sold across these three transactions is 583,657.
• The shares are held of record by OrbiMed Private Investments VII, LP (OPI VII), with OrbiMed Capital GP VII LLC as its general partner and OrbiMed Advisors LLC as the managing member of GP VII.
• OrbiMed Advisors exercises investment and voting power through a management committee, whose members (Carl L. Gordon, Sven H. Borho, and W. Carter Neild) disclaim beneficial ownership.
• Both OrbiMed Advisors and GP VII disclaim beneficial ownership of the reported securities for Rule 16a-1(a) purposes, except to the extent of their pecuniary interest.

Sentiment

Score: 3

Explanation: The sentiment is negative due to significant insider selling by a major institutional investor and director, which typically signals a lack of confidence or a belief that the stock is overvalued. While it's a standard Form 4, the action itself is bearish.

Negatives

• Significant insider selling by a major institutional shareholder (OrbiMed Advisors LLC and OrbiMed Capital GP VII LLC) and director, which can be interpreted negatively by the market.
• The sales occurred at relatively low prices ($0.35 and $0.33 per share), potentially indicating a lack of confidence in short-term price appreciation or a need for liquidity.

Risks

• Insider selling by a large shareholder can signal a lack of confidence in the company's future prospects, potentially leading to negative market sentiment and downward pressure on the stock price.
• The reduction in beneficial ownership by a significant institutional investor might decrease institutional support for the stock.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding Passage BIO, Inc.'s future outlook.

Management Comments

• OrbiMed Advisors LLC and OrbiMed Capital GP VII LLC disclaim beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended, except to the extent of their pecuniary interest therein, if any.
• The 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.

Industry Context

Insider selling, especially by a large institutional investor and director, is generally viewed as a negative signal in the market. It can suggest that those with deep knowledge of the company's operations and prospects believe the stock is fully valued or may face headwinds, potentially influencing other investors' perceptions and decisions.

Stakeholder Impact

• Shareholders: May interpret the insider selling as a negative signal, potentially leading to a decrease in investor confidence and downward pressure on the stock price.
• Potential Investors: Might be deterred from investing due to the perceived lack of confidence from a major existing institutional shareholder.

Key Dates

Recommendation

Keywords

Passage BIO, PASG, OrbiMed Advisors, OrbiMed Capital GP VII, SEC Form 4, insider selling, beneficial ownership, common stock, equity sales, institutional investor