Sec Form 4 Filing - ForGrowth NAP B.V. @ NewAmsterdam Pharma Co N.V. - 2024-12-16

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
ForGrowth NAP B.V.
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)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O FORBION CAPITAL PARTNERS,, GOOIMEER 2-35,
3. Date of Earliest Transaction (MM/DD/YY)
12/16/2024
(Street)
NAARDEN, P71411 DC
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 12/16/2024 S( 1 ) 1,096 ( 2 ) D $ 25 11,123,614 I See footnote ( 3 )
Ordinary Shares 12/17/2024 S( 1 ) 66,648 ( 4 ) D $ 25.6019 ( 4 ) 11,056,966 I See footnote ( 3 )
Ordinary Shares 12/17/2024 S( 1 ) 47,736 ( 5 ) D $ 26.4463 ( 5 ) 11,009,230 I See footnote ( 3 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ForGrowth NAP B.V.
C/O FORBION CAPITAL PARTNERS,
GOOIMEER 2-35,
NAARDEN, P71411 DC
X
Forbion Capital Fund IV Cooperatief U.A.
C/O FORBION CAPITAL PARTNERS,
GOOIMEER 2-35
NARDEN, P71411 DC
X
Forbion IV Management B.V.
C/O FORBION CAPITAL PARTNERS,
GOOIMEER 2-35
NARDEN, P71411 DC
X
Forbion Growth Opportunities Fund I Cooperatief U.A.
C/O FORBION CAPITAL PARTNERS,
GOOIMEER 2-35
NARDEN, P71411 DC
X
Forbion Growth Management B.V.
C/O FORBION CAPITAL PARTNERS,
GOOIMEER 2-35
NARDEN, P71411 DC
X
Signatures
FORGROWTH NAP B.V., By: Forbion International Management B.V., its Director, By: /s/ V. van Houten and /s/ G.J. Mulder, its Directors 12/18/2024
Signature of Reporting Person Date
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 12/18/2024
Signature of Reporting Person Date
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 12/18/2024
Signature of Reporting Person Date
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 12/18/2024
Signature of Reporting Person Date
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 12/18/2024
Signature of Reporting Person Date
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 481 shares sold on behalf of Forbion Growth Opportunities Fund I Cooperatief U.A. ("Forbion Growth I") and 615 shares sold on behalf of Forbion Capital Fund IV Cooperatief U.A. ("Forbion IV"). Following the reported transaction, of the 11,123,614 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 10,471,441 are held by PoolCo and are allocated to ForGrowth, of which 4,233,012 shares are beneficially owned by Forbion Growth I and 6,238,429 shares are beneficially owned by Forbion IV.
( 3 )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.
( 4 )Represents 29,272 shares sold on behalf of Forbion Growth I and 37,376 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 $25.99. 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 11,056,966 Ordinary Shares beneficially owned by ForGrowth, 652,173 shares are directly owned by ForGrowth on behalf of Forbion Growth I, and 10,404,793 are held by PoolCo and are allocated to ForGrowth, of which 4,203,740 shares are beneficially owned by Forbion Growth I and 6,201,053 shares are beneficially owned by Forbion IV.
( 5 )Represents 20,966 shares sold on behalf of Forbion Growth I and 26,770 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 $26.00 to $25.855. 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 11,009,230 Ordinary Shares beneficially owned by ForGrowth, 652,173 shares are directly owned by ForGrowth on behalf of Forbion Growth I, and 10,357,057 are held by PoolCo and are allocated to ForGrowth, of which 4,182,774 shares are beneficially owned by Forbion Growth I and 6,174,283 shares are beneficially owned by Forbion IV.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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