ForGrowth NAP B.V. - Nov 15, 2024 Form 4 Insider Report for NewAmsterdam Pharma Co N.V. (NAMS)

Role
10%+ Owner
Signature
FORGROWTH NAP B.V., By: Forbion International Management B.V., its Director, By: /s/ V. van Houten and /s/ G.J. Mulder, its Directors
Stock symbol
NAMS
Transactions as of
Nov 15, 2024
Transactions value $
-$1,047,876
Form type
4
Date filed
11/19/2024, 04:15 PM
Previous filing
Nov 15, 2024
Next filing
Dec 12, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NAMS Ordinary Shares Sale -$213K -8.53K -0.07% $25.02 11.8M Nov 15, 2024 See footnote F1, F2, F3, F4
transaction NAMS Ordinary Shares Sale -$834K -33.3K -0.28% $25.08 11.8M Nov 18, 2024 See footnote F1, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by NAP PoolCo B.V. ("PoolCo") on March 28, 2024.
F2 Represents 3,746 shares sold on behalf of Forbion Growth Opportunities Fund I Cooperatief U.A. ("Forbion Growth I") and 4,784 shares sold on behalf of Forbion Capital Fund IV Cooperatief U.A. ("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 $25.115. 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.
F3 (Continued from footnote 2) Following the reported transaction, of the 11,812,033 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 11,159,860 are held by PoolCo and are allocated to ForGrowth, of which in 4,535,365 shares are beneficially owned by Forbion Growth I and 6,624,495 shares are beneficially owned by Forbion IV.
F4 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.
F5 Represents 14,614 shares sold on behalf of Forbion Growth I and 18,659 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 $25.28. 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 11,778,760 Ordinary Shares beneficially owned by ForGrowth, 652,173 shares are directly owned by ForGrowth on behalf of Forbion Growth I, and 11,126,587 are held by PoolCo and are allocated to ForGrowth, of which in 4,520,751 shares are beneficially owned by Forbion Growth I and 6,605,836 shares are beneficially owned by Forbion IV.