Bain Capital Life Sciences Investors, LLC - Dec 13, 2024 Form 4 Insider Report for NewAmsterdam Pharma Co N.V. (NAMS)

Role: 10%+ Owner
Signature: See signatures included in Exhibit 99.1
Stock symbol: NAMS
Transactions as of: Dec 13, 2024
Transactions value $: $39,999,835
Form type: 4
Date filed: 12/17/2024, 05:05 PM
Previous filing: Feb 14, 2024

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
transaction	NAMS	Pre-Funded Warrant (right to buy)	Purchase	$40M	+1.63M		$24.50	1.63M	Dec 13, 2024	Ordinary Shares	1.63M	$0.00	See footnotes	F1, F2, F3, F4, F5, F6

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

Bain Capital Life Sciences Investors, LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Represents a pre-funded warrant to purchase 1,257,141 Ordinary Shares and a pre-funded warrant to purchase 375,512 Ordinary Shares, purchased by Bain Capital Life Sciences Opportunities III, LP ("BCLS Fund III Opportunities") and BCLS II Equity Opportunities, LP ("BCLS Fund II Opportunities"), respectively, in an underwritten public offering.
F2	The pre-funded warrants cannot be exercised if, as a result of such exercise, the holder, together with its affiliates and any other persons whose beneficial ownership would be aggregated with the holder for purposes of Section 13(d) of the Act, would beneficially own more than 9.99% of the total number of Ordinary Shares then outstanding immediately following such exercise.
F3	The pre-funded warrants do not expire.
F4	Bain Capital Life Sciences III General Partner, LLC ("BCLS III GP") is the general partner of Bain Capital Life Sciences Fund III, L.P. ("BCLS III"), which is the sole member of Bain Capital Life Sciences Opportunities III GP, LLC ("BCLS Fund III Opportunities GP"), which is the general partner of BCLS Fund III Opportunities. As a result, each of BCLS III GP and BCLS III may be deemed to share voting and dispositive power with respect to the securities held by BCLS Fund III Opportunities. Each of BCLS III GP and BCLS III disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
F5	Bain Capital Life Sciences Investors II, LLC ("BCLSI II") is the general partner of Bain Capital Life Sciences Fund II, L.P. ("BCLS Fund II"), which is the manager of BCLS II Equity Opportunities GP, LLC, which is the general partner of BCLS Fund II Opportunities. As a result, each of BCLSI II and BCLS Fund II may be deemed to share voting and dispositive power with respect to the securities held by BCLS Fund II Opportunities. Each of BCLSI II and BCLS Fund II disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
F6	Bain Capital Life Sciences Investors, LLC ("BCLSI") is the manager of each of BCLS III GP and BCLSI II. As a result, BCLSI may be deemed to share voting and dispositive power with respect to the securities held by each of BCLS Fund III Opportunities and BCLS Fund II Opportunities. BCLSI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.