Michael H. Davidson - Dec 29, 2023 Form 3 Insider Report for NewAmsterdam Pharma Co N.V. (NAMS)

Role: Chief Executive Officer, Director
Signature: /s/ Louise Kooij by Power of Attorney for Michael H. Davidson
Stock symbol: NAMS
Transactions as of: Dec 29, 2023
Transactions value $: $0
Form type: 3
Date filed: 12/29/2023, 04:30 PM
Previous filing: Jun 10, 2022
Next filing: Jan 3, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	NAMS	Ordinary Shares						200K	Dec 29, 2023	Direct
holding	NAMS	Ordinary Shares						609K	Dec 29, 2023	See footnote	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	NAMS	Option (right to buy)							Dec 29, 2023	Ordinary Shares	1.02M	$10.90	Direct	F2
holding	NAMS	Option (right to buy)							Dec 29, 2023	Ordinary Shares	2.44M	$10.00	Direct	F3
holding	NAMS	Option (right to buy)							Dec 29, 2023	Ordinary Shares	989K		Direct	F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The 608,779 Ordinary Shares are held of record by Stichting Administratiekantoor EPNAP ("STAK EPNAP") and are subject to forfeiture underlying depositary receipts issued by STAK EPNAP. STAK EPNAP has sole voting and investment power over the 608,779 Ordinary Shares underlying the depositary receipts and are presented here because the depositary receipts can be cancelled by the board of directors of STAK EPNAP at any time as a consequence of which the Reporting Person will become the beneficial owner of the securities underlying the depositary receipts.
F2	The option was granted on January 1, 2023. 25% of the shares underlying the option will vest on the one-year anniversary of vesting start date, with the remaining shares vesting in equal monthly installments thereafter for three years, subject to the Reporting Person's continued service through each such date.
F3	The option was granted on November 22, 2022. The shares underlying the option vest in equal monthly installments over four years, with the first 1/48th of such shares vesting on December 1, 2022 and the remaining installments vesting on each one-month anniversary of the grant date, subject to the Reporting Person's continued service through each such date.
F4	The option was granted on November 22, 2022 to replace options originally granted on July 6, 2021 which was cancelled in connection with the consummation of NewAmsterdam Pharma Company N.V.'s business combination with Frazier Lifesciences Acquisition Corporation. 25% of the shares underlying the options vested on August 1, 2021, the one-year anniversary of vesting start date, with the remaining shares vesting in equal monthly installments thereafter for three years, subject to the Reporting Person's continued service through each such date.
F5	The exercise price of the option is Euro 1.16392.

Remarks:

Exhibit List: Exhibit 24.1 - Power of Attorney