Form SCHEDULE 13G Passage BIO, Inc. Filed by: Baselake Partners, LP
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Passage Bio, Inc. (Name of Issuer) |
Common Stock, $0.0001 Par Value Per Share (Title of Class of Securities) |
(CUSIP Number) |
06/18/2026 (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) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Baselake Partners, 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
235,058.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
7.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Please see note in Item 4(a)
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Baselake Management, LLC | ||||||||
| 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
235,058.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
7.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA, OO |
Comment for Type of Reporting Person: Please see note in Item 4(a)
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
David Paolella | ||||||||
| 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
235,058.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
7.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
Comment for Type of Reporting Person: Please see note in Item 4(a)
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Passage Bio, Inc. | |
| (b) | Address of issuer's principal executive offices:
One Commerce Square 2005 Market Street, 39th Floor
Philadelphia, Pennsylvania 19103 | |
| Item 2. | ||
| (a) | Name of person filing:
Baselake Partners, LP*
Baselake Management, LLC*
David Paolella* | |
| (b) | Address or principal business office or, if none, residence:
3155 W. Big Beaver Road, Suite 207, Troy, Michigan 48084 | |
| (c) | Citizenship:
Baselake Partners, LP - Delaware
Baselake Management, LLC - Delaware
David Paolella - United States of America | |
| (d) | Title of class of securities:
Common Stock, $0.0001 Par Value Per Share | |
| (e) | CUSIP No.:
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| 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:
Baselake Partners, LP - 235,058*
Baselake Management, LLC - 235,058*
David Paolella - 235,058*
The Common Stock (the "Shares") of Passage Bio, Inc. (the "Issuer") reported as of the filing date are held by Baselake Partners, LP (the "Fund"). Baselake Management, LLC serves as the investment manager to the Fund (the "Investment Manager"). David Paolella serves as the managing member of the Investment Manager (the "Managing Member," and collectively with the Fund and the Investment Manager, the "Reporting Persons"). By virtue of these relationships, the Reporting Persons may be deemed to have shared voting and dispositive power with respect to the Shares owned directly by the Fund. The percentages reported herein are calculated based upon a statement in the Issuer's 10-Q, indicating that there are 3,207,810 Shares issued and outstanding as of May 7, 2026. This report shall not be deemed an admission that the Reporting Persons are beneficial owners of the Shares for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the Reporting Persons disclaims beneficial ownership of the Shares reported herein except to the extent of the Reporting Persons pecuniary interest therein. | |
| (b) | Percent of class:
Baselake Partners, LP - 7.3%*
Baselake Management, LLC - 7.3%*
David Paolella - 7.3%* %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Baselake Partners, LP - 0
Baselake Management, LLC - 0
David Paolella - 0 | ||
| (ii) Shared power to vote or to direct the vote:
Baselake Partners, LP - 235,058*
Baselake Management, LLC - 235,058*
David Paolella - 235,058* | ||
| (iii) Sole power to dispose or to direct the disposition of:
Baselake Partners, LP - 0
Baselake Management, LLC - 0
David Paolella - 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Baselake Partners, LP - 235,058*
Baselake Management, LLC - 235,058*
David Paolella - 235,058* | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.
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Exhibit Information
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Exhibit I - JOINT FILING STATEMENT |
ATTACHMENTS / EXHIBITS