Sec Form 13G Filing - Access Industries Holdings LLC filing for Passage BIO Inc. (PASG) - 2022-02-14

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

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.

  NAME OF REPORTING PERSON

  AI Passage LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☐

  SEC USE ONLY:

  CITIZENSHIP OR PLACE OF ORGANIZATION:

  State of Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  2,616,630

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  2,616,630

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  2,616,630

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SH ARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  4.8% ⁽¹⁾

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  OO (Limited Liability Company)

Based on 54,106,911 shares of common stock outstanding of Passage Bio, Inc. (the “Issuer”), as set forth in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on November 4, 2021.

  NAME OF REPORTING PERSON

  Access Industries Holdings LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☐

  SEC USE ONLY:

  CITIZENSHIP OR PLACE OF ORGANIZATION:

  State of Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  2,616,630

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  2,616,630

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  2,616,630

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  4.8% ⁽¹⁾

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  OO (Limited Liability Company)

Based on 54,106,911 shares of common stock outstanding of the Issuer, as set forth in the Issuer’s Form 10-Q filed with the SEC on November 4, 2021.

  NAME OF REPORTING PERSON

  Access Industries Management, LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☐

  SEC USE ONLY:

  CITIZENSHIP OR PLACE OF ORGANIZATION:

  State of Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  2,616,630

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  2,616,630

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  2,616,630

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  4.8% ⁽¹⁾

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  OO (Limited Liability Company)

Based on 54,106,911 shares of common stock outstanding of the Issuer, as set forth in the Issuer’s Form 10-Q filed with the SEC on November 4, 2021.

  NAME OF REPORTING PERSON

  Len Blavatnik

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☐

  SEC USE ONLY:

  CITIZENSHIP OR PLACE OF ORGANIZATION:

  United States of America

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  2,616,630

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  2,616,630

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  2,616,630

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  4.8% ⁽¹⁾

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  IN

Based on 54,106,911 shares of common stock outstanding of the Issuer, as set forth in the Issuer’s Form 10-Q filed with the SEC on November 4, 2021.

Name of Issuer:

Address of Issuer’s Principal Executive Offices:

Name of Person Filing:

Address of Principal Business Office or, if none, Residence

Citizenship:

Title of Class of Securities:

CUSIP Number:

If this statement is filed pursua nt to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

Ownership

Amount

beneficially

owned

Percent

of class:

Sole

power

to vote

or to

direct

the

vote:

Shared

power to

vote or to

direct the

vote:

Sole

power to

dispose or

to direct

the

disposition

of:

Shared

power to

dispose or

to direct

the

disposition

of:

AI Passage LLC

Access Industries Holdings LLC

Access Industries Management, LLC

Len Blavatnik

Ownership of Five Percent or Less of a Class.

Ownership of More than Five Percent on Behalf of Another Person.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the parent Holding Company or Control Person.

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

Certification.

/s/ Alejandro Moreno _

/s/ Alejandro Moreno _

Name: Alejandro Moreno

Title: Executive Vice President

/s/ Alejandro Moreno _

Name: Alejandro Moreno

Title: Executive Vice President

The undersigned, by signing his name hereto, executes this Schedule 13G pursuant to the Power of Attorney executed on behalf of Mr. Blavatnik (as filed with the Securities and Exchange Commission on February 13, 2015).