Passage Bio, Inc. Schedule 13G reports that Baselake Partners, LP and related reporting persons beneficially own 235,058 shares of Common Stock, representing 7.3% of the class. The filing states the percentage is calculated from 3,207,810 shares outstanding as of May 7, 2026 per the issuer's 10-Q. The interests are held by the Fund with shared voting and dispositive power through Baselake Management, LLC and David Paolella; each reporting person disclaims beneficial ownership except to their pecuniary interest.
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Insights
Baselake reports a 7.3% stake in Passage Bio held via a managed fund structure.
Baselake Partners, LP is shown as the direct holder of 235,058 shares, with voting and dispositive powers shared through its investment manager and managing member. The filing cites the issuer's 10-Q for the 3,207,810 shares outstanding as of May 7, 2026, which is the basis for the 7.3% calculation.
The filing uses standard disclaimers: the Reporting Persons state they may be deemed to share voting/dispositive power yet disclaim beneficial ownership except for pecuniary interest. Future filings or disclosures could clarify any changes in voting arrangements or sales activity.
The Schedule 13G is a passive ownership disclosure with standard attribution language.
The document identifies the Fund, the Investment Manager, and the Managing Member as joint filers and includes the issuer CUSIP 702712209. It attaches a joint filing statement and signatures by the managing member dated 06/25/2026.
The filing cites the 10-Q share count as the denominator; it preserves the usual Section 13 disclaimers and does not assert active control. Stakeholders should watch subsequent Form 13D/13G or Form 4 filings for any change in intent or transactions.
Key Figures
Shares beneficially owned:235,058 sharesPercent of class:7.3%Shares outstanding (denominator):3,207,810 shares+1 more
4 metrics
Shares beneficially owned235,058 sharesAmount reported for Baselake Partners, LP and related reporting persons
Percent of class7.3%Percentage calculated using the issuer's outstanding share count
Shares outstanding (denominator)3,207,810 sharesIssuer's 10-Q cited as of <date>May 7, 2026</date>
CUSIP702712209Common Stock, $0.0001 par value per share
Key Terms
beneficially owned, shared voting and dispositive power, disclaims beneficial ownership
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
shared voting and dispositive powergovernance
"may be deemed to have shared voting and dispositive power with respect to the Shares owned directly by the Fund"
disclaims beneficial ownershipregulatory
"Each of the Reporting Persons disclaims beneficial ownership of the Shares reported herein"
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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 Number(s):
702712209
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.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
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
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
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.
Baselake Partners, LP
Signature:
/s/ David Paolella
Name/Title:
David Paolella, Managing Member of Baselake Management, LLC, its investment manager
Baselake Partners, LP and related reporting persons report 235,058 shares, which the filing states equals 7.3% of the class. The percentage uses 3,207,810 shares outstanding as of May 7, 2026 from the issuer's 10-Q.
Who are the reporting persons on the Schedule 13G for PASG?
The filing lists Baselake Partners, LP, Baselake Management, LLC (investment manager), and David Paolella (managing member) as joint reporting persons, each attributed to the same 235,058-share position.
Does the filing indicate sole voting or dispositive power?
No. The Schedule 13G shows 0 sole voting power and 235,058 shared voting and dispositive power for each reporting person, indicating the power is exercised jointly via the fund/manager relationship.
What basis is used to calculate the 7.3% ownership figure?
The filing states the percentage is calculated from the issuer's 10-Q, which reports 3,207,810 shares issued and outstanding as of May 7, 2026; that figure is used as the denominator for the 7.3% calculation.
Does the Schedule 13G claim beneficial ownership under Section 13?
The reporting persons include a standard disclaimer: the report shall not be deemed an admission that they are beneficial owners for purposes of Section 13 of the Exchange Act and they disclaim beneficial ownership except to their pecuniary interest.
