Large owner Forgrowth Nap B.V. sold $1,047,876 worth of Ordinary Shares (41,803 units at $25.07) (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). | |||||||||||||||||
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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) 11/15/2024 | ||||||||||||||||||||||||||
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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 | 11/15/2024 | S(1) | 8,530(2)(3) | D | $25.0218(2)(3) | 11,812,033 | I | See footnote(4) | ||
| Ordinary Shares | 11/18/2024 | S(1) | 33,273(5) | D | $25.0786(5) | 11,778,760 | I | See footnote(4) | ||
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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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by NAP PoolCo B.V. ("PoolCo") on March 28, 2024. |
| 2. Represents 3,746 shares sold on behalf of Forbion Growth Opportunities Fund I Cooperatief U.A. ("Forbion Growth I") and 4,784 shares sold on behalf of Forbion Capital Fund IV Cooperatief U.A. ("Forbion IV"). The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $25.00 to $25.115. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this Form 4. |
| 3. (Continued from footnote 2) Following the reported transaction, of the 11,812,033 Ordinary Shares beneficially owned by ForGrowth NAP B.V. ("ForGrowth"), 652,173 shares are directly owned by ForGrowth on behalf of Forbion Growth I, and 11,159,860 are held by PoolCo and are allocated to ForGrowth, of which in 4,535,365 shares are beneficially owned by Forbion Growth I and 6,624,495 shares are beneficially owned by Forbion IV. |
| 4. ForGrowth is a shareholder of PoolCo. ForGrowth is a joint investment vehicle wholly owned by Forbion Growth I and Forbion IV but does not exercise voting or dispositive power over the Ordinary Shares held on behalf of Forbion Growth I and Forbion IV. Forbion IV Management B.V. is the sole director of Forbion IV and Forbion Growth Management B.V. is the sole director of Forbion Growth I. Each of the Reporting Persons disclaims Section 16 beneficial ownership of such shares except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any of the Reporting Persons are the beneficial owner of such shares for Section 16 or any other purpose. |
| 5. Represents 14,614 shares sold on behalf of Forbion Growth I and 18,659 shares sold on behalf of Forbion IV. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $25.00 to $25.28. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this Form 4. Following the reported transaction, of the 11,778,760 Ordinary Shares beneficially owned by ForGrowth, 652,173 shares are directly owned by ForGrowth on behalf of Forbion Growth I, and 11,126,587 are held by PoolCo and are allocated to ForGrowth, of which in 4,520,751 shares are beneficially owned by Forbion Growth I and 6,605,836 shares are beneficially owned by Forbion IV. |
| FORGROWTH NAP B.V., By: Forbion International Management B.V., its Director, By: /s/ V. van Houten and /s/ G.J. Mulder, its Directors | 11/19/2024 | |
| FORBION CAPITAL FUND IV COOPERATIEF U.A., By: Forbion IV Management B.V., its Director, By: FCPM III Services B.V., its Director, By: /s/ V. van Houten and /s/ G.J. Mulder, its Directors | 11/19/2024 | |
| FORBION IV MANAGEMENT B.V., By: FCPM III Services B.V., its Director, By: /s/ V. van Houten and /s/ G.J. Mulder, its Directors | 11/19/2024 | |
| FORBION GROWTH OPPORTUNITIES FUND I COOPERATIEF U.A., By: Forbion Growth Management B.V., its Director, By: FCPM III Services B.V. its Director, By: /s/ V. van Houten and /s/ G.J. Mulder, its Directors | 11/19/2024 | |
| FORBION GROWTH MANAGEMENT B.V., By: FCPM III Services B.V., its Director, By: /s/ V. van Houten and /s/ G.J. Mulder, its Directors | 11/19/2024 | |
| ** 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. | ||