SEC Form SC 13G/A filed by NewAmsterdam Pharma Company N.V. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
NEWAMSTERDAM PHARMA COMPANY N.V.
(Name of Issuer)
Ordinary Shares, nominal value EUR 0.12 per share
(Title of Class of Securities)
N62509109
(CUSIP Number)
September 11, 2023
(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)
| * | 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 the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. N62509109
| 1. |
Names of Reporting Persons
Morningside Venture Investments Limited | |||||
| 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
British Virgin Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
4,060,923 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
4,060,923 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
4,060,923 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
4.93% (1) | |||||
| 12. | Type of Reporting Person (See Instructions)
CO | |||||
| (1) | Based upon 82,324,331 shares of Ordinary Shares outstanding as of June 30, 2023, as reported in the Issuer’s Form 6-K filed with the Securities and Exchange Commission (the “SEC”) on August 7, 2023. |
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CUSIP No. N62509109
| 1. |
Names of Reporting Persons
Frances Anne Elizabeth Richard | |||||
| 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 Kingdom | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
4,060,923 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
4,060,923 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
4,060,923 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
4.93% (1) | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| (1) | Based upon 82,324,331 shares of Ordinary Shares outstanding as of June 30, 2023, as reported in the Issuer’s Form 6-K filed with the SEC on August 7, 2023. |
3
CUSIP No. N62509109
| 1. |
Names of Reporting Persons
Jill Marie Franklin | |||||
| 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 Kingdom | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
4,060,923 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
4,060,923 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
4,060,923 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
4.93% (1) | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| (1) | Based upon 82,324,331 shares of Ordinary Shares outstanding as of June 30, 2023, as reported in the Issuer’s Form 6-K filed with the SEC on August 7, 2023. |
4
CUSIP No. N62509109
| 1. |
Names of Reporting Persons
Peter Stuart Allenby Edwards | |||||
| 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 Kingdom | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
4,060,923 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
4,060,923 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
4,060,923 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
4.93% (1) | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| (1) | Based upon 82,324,331 shares of Ordinary Shares outstanding as of June 30, 2023, as reported in the Issuer’s Form 6-K filed with the SEC on August 7, 2023. |
5
CUSIP No. N62509109
| 1. |
Names of Reporting Persons
Cheung Ka Ho | |||||
| 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
Hong Kong | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
4,060,923 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
4,060,923 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
4,060,923 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
4.93% (1) | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| (1) | Based upon 82,324,331 shares of Ordinary Shares outstanding as of June 30, 2023, as reported in the Issuer’s Form 6-K filed with the SEC on August 7, 2023. |
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CUSIP No. N62509109
Item 1.
| (a) | Name of Issuer
NewAmsterdam Pharma Company N.V.
| |
| (b) | Address of Issuer’s Principal Executive Offices
Gooimeer 2-35, 1411 DC Naarden, The Netherlands
|
Item 2.
| (a) | Name of Person Filing Frances Anne Elizabeth Richard Jill Marie Franklin Peter Stuart Allenby Edwards Cheung Ka Ho | |
| (b) | Address of Principal Business Office or, if none, Residence 2nd Floor, Le Prince De Galles 3-5 Avenue Des Citronniers MC 98000, Monaco
With copies to:
Morningside Technology Advisory, LLC Attn: Stephanie O’Brien, Esq. 1188 Centre Street Newton Centre, MA 02459
Springfield Financial Advisory Limited Attn: Investment Administration Department 22nd Floor Hang Lung Centre 2-20 Paterson Street Causeway Bay, Hong Kong | |
| (c) | Citizenship | |
| Morningside Venture Investments Limited | British Virgin Islands | |
| Frances Anne Elizabeth Richard | United Kingdom | |
| Jill Marie Franklin | United Kingdom | |
| Peter Stuart Allenby Edwards | United Kingdom | |
| Cheung Ka Ho | Hong Kong |
| (d) | Title of Class of Securities
Ordinary Shares, nominal value EUR 0.12 per share | |
| (e) | CUSIP Number
N62509109 | |
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CUSIP No. N62509109
| 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 association 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); | ||
| (k) | ☐ | Group, in accordance with §240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: | ||
| Item 4. | Ownership |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount beneficially owned:
Morningside Venture Investments Limited – 4,060,923 Frances Anne Elizabeth Richard – 4,060,923 Jill Marie Franklin – 4,060,923 Peter Stuart Allenby Edwards – 4,060,923 Cheung Ka Ho – 4,060,923 | |||
| (b) | Percent of class:
Morningside Venture Investments Limited – 4.93% Frances Anne Elizabeth Richard – 4.93% Jill Marie Franklin – 4.93% Peter Stuart Allenby Edwards – 4.93% Cheung Ka Ho – 4.93% | |||
| (c) | Number of shares as to which the person has: | |||
| (i) | Sole power to vote or to direct the vote Morningside Venture Investments Limited – 0 shares Frances Anne Elizabeth Richard – 0 shares Jill Marie Franklin – 0 shares Peter Stuart Allenby Edwards – 0 shares Cheung Ka Ho – 0 shares | |||
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CUSIP No. N62509109
| (ii) | Shared power to vote or to direct the vote Morningside Venture Investments Limited – 4,060,923 shares Frances Anne Elizabeth Richard – 4,060,923 shares Jill Marie Franklin – 4,060,923 shares Peter Stuart Allenby Edwards – 4,060,923 shares Cheung Ka Ho – 4,060,923 shares | |
| (iii) | Sole power to dispose or to direct the disposition of Morningside Venture Investments Limited – 0 shares Frances Anne Elizabeth Richard – 0 shares Jill Marie Franklin – 0 shares Peter Stuart Allenby Edwards – 0 shares Cheung Ka Ho – 0 shares | |
| (iv) | Shared power to dispose or to direct the disposition of Morningside Venture Investments Limited – 4,060,923 shares Frances Anne Elizabeth Richard – 4,060,923 shares Jill Marie Franklin – 4,060,923 shares Peter Stuart Allenby Edwards – 4,060,923 shares Cheung Ka Ho – 4,060,923 shares | |
This statement is filed by: (i) Morningside Venture Investments Limited, a British Virgin Islands exempted company (“MVIL”), with respect to the Ordinary Shares directly and beneficially owned by it; (ii) Frances Anne Elizabeth Richard, with respect to the Ordinary Shares beneficially owned by her as a result of her position as a director with MVIL; (iii) Jill Marie Franklin, with respect to the Ordinary Shares beneficially owned by her as a result of her position as a director with MVIL; (iv) Peter Stuart Allenby Edwards, with respect to the Ordinary Shares beneficially owned by him as a result of his position as a director with MVIL; and (v) Cheung Ka Ho, with respect to the Ordinary Shares beneficially owned by him as a result of his position as a director with MVIL; (Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons”). Frances Anne Elizabeth Richard, Jill Marie Franklin, Peter Stuart Allenby Edwards, and Cheung Ka Ho are the directors of MVIL and share voting and dispositive power with respect to the securities held by MVIL. Ms. Richard, Ms. Franklin, Mr. Edwards and Mr. Cheung each disclaim beneficial ownership of the securities held by MVIL. MVIL is ultimately wholly beneficially owned by a trust over which Adriel Wenbwo Chan and Wong Yuk Lan share authority to remove the trustee.
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.
| Item 6. | Ownership of More than Five 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 |
The information set forth in Item 2 is incorporated herein by reference.
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CUSIP No. N62509109
| Item 9. | Notice of Dissolution of Group |
Not applicable.
| Item 10. | Certification |
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.
10
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. We also hereby agree to file this statement jointly pursuant to the Agreement listed on Exhibit 99.1 hereto.
Dated: September 19, 2023
| For and on behalf of: | ||
| MORNINGSIDE VENTURE INVESTMENTS LIMITED | ||
| By: | /s/ Frances Anne Elizabeth Richard | |
| Frances Anne Elizabeth Richard | ||
| /s/ Frances Anne Elizabeth Richard | ||
| Frances Anne Elizabeth Richard | ||
| /s/ Cheung Ka Ho | ||
| Cheung Ka Ho | ||
| /s/ Jill Marie Franklin | ||
| Jill Marie Franklin | ||
| /s/ Peter Stuart Allenby Edwards | ||
| Peter Stuart Allenby Edwards | ||
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