Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

SCHEDULE 13D

(Rule 13d-101)

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(a) and Amendments Thereto Filed

Pursuant to § 240.13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 2)

 

 

NewAmsterdam Pharma Company N.V.

(Name of Issuer)

Ordinary Shares, nominal value 0.12 per share

(Title of Class of Securities)

N62509109

(CUSIP Number)

Bain Capital Life Sciences Investors, LLC

200 Clarendon Street

Boston, MA 02116

617-516-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 28, 2024

(Date of Event Which Requires Filing of This Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

 

 

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

The information required on 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, as amended (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		13D		Page 2 of 8

 

1		Names of reporting persons    BCLS Fund III Investments, LP
2		Check the appropriate box if a member of a group  (a) ☐  (b) ☐
3		SEC use only
4		Source of funds    WC
5		Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)    ☐
6		Citizenship or place of organization    Delaware
Number of shares  beneficially  owned by each reporting person with:				7		Sole voting power    0 Ordinary Shares
				8		Shared voting power    5,376,356 Ordinary Shares
				9		Sole dispositive power    0 Ordinary Shares
				10		Shared dispositive power    5,376,356 Ordinary Shares
11		Aggregate amount beneficially owned by each reporting person    5,376,356 Ordinary Shares
12		Check if the aggregate amount in Row (11) excludes certain shares    ☐
13		Percent of class represented by amount in Row (11)    6.0%
14		Type of reporting person    PN

CUSIP No. N62509109		13D		Page 3 of 8

 

1		Names of reporting persons    BCLS II Investco, LP
2		Check the appropriate box if a member of a group  (a) ☐  (b) ☐
3		SEC use only
4		Source of funds    WC
5		Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)    ☐
6		Citizenship or place of organization    Delaware
Number of shares  beneficially  owned by each reporting person with:				7		Sole voting power    0 Ordinary Shares
				8		Shared voting power    4,797,557 Ordinary Shares
				9		Sole dispositive power    0 Ordinary Shares
				10		Shared dispositive power    4,797,557 Ordinary Shares
11		Aggregate amount beneficially owned by each reporting person    4,797,557 Ordinary Shares
12		Check if the aggregate amount in Row (11) excludes certain shares    ☐
13		Percent of class represented by amount in Row (11)    5.4%
14		Type of reporting person    PN

CUSIP No. N62509109		13D		Page 4 of 8

 

1		Names of reporting persons    Bain Capital Life Sciences Fund II, L.P.
2		Check the appropriate box if a member of a group  (a) ☐  (b) ☐
3		SEC use only
4		Source of funds    WC
5		Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)    ☐
6		Citizenship or place of organization    Cayman Islands
Number of shares  beneficially  owned by each reporting person with:				7		Sole voting power    0 Ordinary Shares
				8		Shared voting power    356,572 Ordinary Shares
				9		Sole dispositive power    0 Ordinary Shares
				10		Shared dispositive power    356,572 Ordinary Shares
11		Aggregate amount beneficially owned by each reporting person    356,572 Ordinary Shares
12		Check if the aggregate amount in Row (11) excludes certain shares    ☐
13		Percent of class represented by amount in Row (11)    0.4%
14		Type of reporting person    PN

CUSIP No. N62509109		13D		Page 5 of 8

 

1		Names of reporting persons    BCIP Life Sciences Associates, LP
2		Check the appropriate box if a member of a group  (a) ☐  (b) ☐
3		SEC use only
4		Source of funds    WC
5		Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)    ☐
6		Citizenship or place of organization    Delaware
Number of shares  beneficially  owned by each reporting person with:				7		Sole voting power    0 Ordinary Shares
				8		Shared voting power    43,428 Ordinary Shares
				9		Sole dispositive power    0 Ordinary Shares
				10		Shared dispositive power    43,428 Ordinary Shares
11		Aggregate amount beneficially owned by each reporting person    43,428 Ordinary Shares
12		Check if the aggregate amount in Row (11) excludes certain shares    ☐
13		Percent of class represented by amount in Row (11)    Less than 0.1%
14		Type of reporting person    PN

CUSIP No. N62509109		13D		Page 6 of 8

 

This Amendment No. 2 to Schedule 13D relates to the Ordinary Shares, nominal value 0.12 per share (the Ordinary Shares), of NewAmsterdam Pharma Company N.V., a public limited liability company incorporated in the Netherlands (the Issuer), and amends the initial statement on Schedule 13D filed by the Reporting Persons on December 2, 2022, as amended by Amendment No. 1 filed on June 13, 2023 (the Initial Statement and, as further amended by this Amendment No. 2, the Schedule 13D). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Initial Statement.

On February 28, 2024, the Issuer filed its Annual Report on Form 10-K for the year ended December 31, 2023 (the 2023 Form 10-K) with the Securities and Exchange Commission, which disclosed that the Issuers total number of outstanding Ordinary Shares increased to 89,266,673 Ordinary Shares as of February 16, 2024. This Amendment No. 2 is being filed to report a decrease of more than one percent in the percentage of outstanding Ordinary Shares that the Reporting Persons may be deemed to beneficially own, which resulted solely from the increase in the number of Ordinary Shares reported as outstanding by the Issuer.

Item 5. Interest in Securities of the Issuer

Item 5 of the Initial Statement is hereby amended and restated as follows:

The information set forth in Items 2, 3 and 6 and on the cover pages of this Schedule 13D is incorporated by reference in its entirety into this Item 5.

(a) (c) As of the date hereof, (i) BCLS Fund III holds 5,376,356 Ordinary Shares, representing approximately 6.0% of the outstanding Ordinary Shares, (ii) BCLS II Investco holds 4,797,557 Ordinary Shares, representing approximately 5.4% of the outstanding Ordinary Shares, (iii) BCLS Fund II holds 267,429 Ordinary Shares and Warrants to purchase an aggregate of 89,143 Ordinary Shares, together representing approximately 0.4% of the outstanding Ordinary Shares, and (iv) BCIPLS holds 32,571 Ordinary Shares and Warrants to purchase an aggregate of 10,857 Ordinary Shares, together representing less than 0.1% of the outstanding Ordinary Shares.

As a result of the foregoing and the relationships described in Item 2(a) of this Schedule 13D, the Reporting Persons may be deemed to collectively beneficially own an aggregate of 10,473,913 Ordinary Shares and Warrants to purchase an aggregate of 100,000 Ordinary Shares, together representing approximately 11.8% of the outstanding Ordinary Shares.

The percentage of the outstanding Ordinary Shares beneficially owned by the Reporting Persons is based on 89,266,673 Ordinary Shares outstanding as of February 16, 2024, as reported by the Issuer in the 2023 Form 10-K.

(d) Except as otherwise described in this Item 5, no one other than the Reporting Persons has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, any of the Ordinary Shares beneficially owned by the Reporting Persons as described in this Item 5.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Initial Statement is hereby amended and supplemented to add the following:

February 2024 Lock-Up Agreement

In connection with an underwritten public offering of the Ordinary Shares (the February 2024 Offering), the Reporting Persons and Dr. Downing each entered into a lock-up agreement (the February 2024 Lock-Up Agreement) with the representatives of the several underwriters of the February 2024 Offering, pursuant to which they each agreed, subject to certain exceptions, not to sell or offer to sell any Ordinary Shares or securities convertible into or exercisable or exchangeable for, Ordinary Shares for a period of 90 days after the date of the prospectus relating to the February 2024 Offering without the prior written consent of each of the representatives.

CUSIP No. N62509109		13D		Page 7 of 8

 

The foregoing summary of the February 2024 Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the February 2024 Lock-Up Agreement, which is filed as an exhibit hereto and incorporated by reference herein.

Item 7. Material to be filed as Exhibits

Item 7 of the Initial Statement is hereby amended and supplemented to add the following:

Exhibit F Form of February 2024 Lock-Up Agreement

CUSIP No. N62509109		13D		Page 8 of 8

 

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: March 1, 2024		BCLS Fund III Investments, LP
		By: BCLS Fund III Investments GP, LLC,
		its general partner
		By: Bain Capital Life Sciences Fund III, L.P.,
		its member
		By: Bain Capital Life Sciences III General Partner, LLC,
		its general partner
		By: Bain Capital Life Sciences Investors, LLC,
		its manager
		By: /s/ Adam Koppel
		Name: Adam Koppel
		Title: Partner
		BCLS II Investco, LP
		By: BCLS II Investco (GP), LLC,
		its general partner
		By: Bain Capital Life Sciences Fund II, L.P.,
		its managing member
		By: Bain Capital Life Sciences Investors II, LLC,
		its general partner
		By: Bain Capital Life Sciences Investors, LLC,
		its manager
		By: /s/ Adam Koppel
		Name: Adam Koppel
		Title: Partner
		Bain Capital Life Sciences Fund II, L.P.
		By: Bain Capital Life Sciences Investors II, LLC,
		its general partner
		By: Bain Capital Life Sciences Investors, LLC,
		its manager
		By: /s/ Adam Koppel
		Name: Adam Koppel
		Title: Partner
		BCIP Life Sciences Associates, LP
		By: Boylston Coinvestors, LLC,
		its general partner
		By: /s/ Adam Koppel
		Name: Adam Koppel
		Title: Authorized Signatory