Chief Operating Officer Kling Douglas F sold 16,539 units of Ordinary Shares and converted options into 16,539 units of Ordinary Shares (SEC Form 4)
$NAMS
Biotechnology: Pharmaceutical Preparations
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NewAmsterdam Pharma Co N.V. [ NAMS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/26/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Ordinary Shares | 03/26/2025 | M | 16,539 | A | $0 | 60,539 | D | |||
| Ordinary Shares | 03/26/2025 | S | 16,539 | D | (1) | 44,000 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Unit | (2) | 03/26/2025 | A | 16,539 | (3) | (3) | Ordinary Shares | 16,539 | (4) | 16,539 | D | ||||
| Restricted Stock Unit | (2) | 03/26/2025 | M | 16,539 | (3) | (3) | Ordinary Shares | 16,539 | (4) | 0 | D | ||||
| Explanation of Responses: |
| 1. These shares were sold in multiple transactions at a price ranging from $22.75 to $23.20 per share. A portion of the ordinary shares were sold to satisfy tax withholding obligations arising upon the vesting of the restricted stock units ("RSUs"). The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities Exchange Comission, upon request, full information regarding the number of shares sold in each transaction. |
| 2. Each RSU represents a contingent right to receive one ordinary share. |
| 3. Upon grant, all of the RSUs were fully-vested. |
| 4. The RSUs were granted on March 26, 2025 as earnout RSUs pursuant to the business combination agreement, dated as of July 25, 2022, by and among the issuer, Frazier Lifesicences Acquisition Corporation, NewAmsterdam Pharma Holding B.V., and NewAmsterdam Pharma Investment Corporation (the "BCA"). The BCA provided that certain optionholders would receive RSUs of the issuer, determined in accordance with a formula set forth in the BCA and for no additional consideration, if a certain clinical development milestone was achieved within five years of the Closing Date. The Reporting Person's right to receive the earnout RSUs became fixed and irrevocable on the Closing Date. |
| /s/ Louise Kooij by Power of Attorney from Douglas F. Kling | 03/28/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||