Form 4: OrbiMed Advisors Sells Passage Bio Shares in Multiple Transactions

OrbiMed Advisors LLC, a significant shareholder of Passage Bio, Inc., has sold a portion of its holdings in a series of transactions, reducing its indirect beneficial ownership.

Summary

• OrbiMed Advisors LLC, along with OrbiMed Capital GP VII LLC, has reported the sale of Passage Bio, Inc. common stock.
• The transactions occurred between April 22, 2025, and April 24, 2025.
• A total of 235,572 shares were sold at prices ranging from $0.32 to $0.34 per share.
• Following these transactions, OrbiMed's indirect beneficial ownership stands at 6,650,000 shares.
• The shares are held of record by OrbiMed Private Investments VII, LP (OPI VII), with OrbiMed Capital GP VII LLC (GP VII) as the general partner and OrbiMed Advisors LLC as the managing member of GP VII.
• Both OrbiMed Advisors and GP VII disclaim beneficial ownership except to the extent of their pecuniary interest.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While a major shareholder is selling shares, it's a common occurrence and the impact is uncertain. The disclaimer of beneficial ownership adds complexity.

Negatives

• OrbiMed Advisors LLC reduced its stake in Passage Bio, Inc. through a series of sales, which could be interpreted negatively by the market.

Risks

• Continued selling pressure from major shareholders like OrbiMed could negatively impact Passage Bio's stock price.
• The disclaimer of beneficial ownership by OrbiMed Advisors and GP VII, except for pecuniary interest, adds complexity to assessing their true influence and intentions.

Industry Context

Sales by major shareholders are common and can be driven by various factors, including portfolio rebalancing or changes in investment strategy. The impact on Passage Bio will depend on market perception and the company's fundamentals.

Comparison to Industry Standards

• It's common for investment firms like OrbiMed to periodically adjust their holdings in portfolio companies.
• Similar transactions are regularly observed with other biotech firms backed by venture capital or private equity funds.
• The scale of these sales is relatively small compared to the overall market capitalization of Passage Bio, suggesting it may not have a significant long-term impact.

Stakeholder Impact

• Shareholders may react to the news of OrbiMed's share sales, potentially leading to price volatility.
• The company's employees and other stakeholders may experience uncertainty depending on the market's reaction.

Key Dates

Keywords

OrbiMed Advisors, Passage Bio, Share Sale, Beneficial Ownership, OPI VII, GP VII, PASG