Filing Details
- Accession Number:
- 0000950170-25-046934
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2025-03-28 17:15:18
- Reporting Period:
- 2025-03-26
- Filing Date:
- 2025-03-28
- Accepted Time:
- 2025-03-28 17:15:18
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1936258 | Newamsterdam Pharma Co N.v. | NAMS | () | 4 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1573785 | H. Michael Davidson | C/O Newamsterdam Pharma Company N.v. Gooimeer 2-35 Naarden P7 1411 DC | Chief Executive Officer | No | No | No | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Ordinary Shares | Acquisiton | 2025-03-26 | 30,992 | $0.00 | 364,305 | No | 4 | A | Direct | |
| Ordinary Shares | Acquisiton | 2025-03-26 | 38,394 | $0.00 | 402,699 | No | 4 | M | Direct | |
| Ordinary Shares | Disposition | 2025-03-26 | 12,258 | $0.00 | 390,441 | No | 4 | S | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | A | Direct | |
| No | 4 | M | Direct | |
| No | 4 | S | Direct |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Ordinary Shares | Restricted Stock Unit | Acquisiton | 2025-03-26 | 38,394 | $0.00 | 38,394 | $0.00 |
| Ordinary Shares | Restricted Stock Unit | Disposition | 2025-03-26 | 38,394 | $0.00 | 38,394 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 38,394 | No | 4 | A | Direct | ||
| 0 | No | 4 | M | Direct |
Footnotes
- Reflects ordinary shares issued to the Reporting Person on March 26, 2025 as earnout shares 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 shareholders would receive additional ordinary shares 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 November 22, 2022, the date of closing under the BCA (the "Closing Date"). The Reporting Person's right to receive the earnout shares became fixed and irrevocable on the Closing Date.
- Ordinary shares sold to satisfy tax withholding obligation arising upon the vesting of restricted stock units ("RSUs").
- These shares were sold in multiple transactions at a price ranging from $22.88 to $23.22 per share. 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.
- Each RSU represents a contingent right to receive one ordinary share.
- Upon grant, all of the RSUs were fully-vested.
- The RSUs were granted on March 26, 2025 as earnout RSUs pursuant to 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.
Billionaire Hedge Funds
