Douglas F. Kling - 26 Mar 2025 Form 4 Insider Report for NewAmsterdam Pharma Co N.V. (NAMS)

Role
Chief Operating Officer
Signature
/s/ Louise Kooij by Power of Attorney from Douglas F. Kling
Issuer symbol
NAMS
Transactions as of
26 Mar 2025
Net transactions value
$0
Form type
4
Filing time
28 Mar 2025, 17:18:13 UTC
Previous filing
19 Mar 2025
Next filing
17 Apr 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NAMS Ordinary Shares Options Exercise $0 +16,539 +38% $0.000000 60,539 26 Mar 2025 Direct
transaction NAMS Ordinary Shares Sale -16,539 -27% 44,000 26 Mar 2025 Direct 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
transaction NAMS Restricted Stock Unit Award +16,539 16,539 26 Mar 2025 Ordinary Shares 16,539 Direct F2, F3, F4
transaction NAMS Restricted Stock Unit Options Exercise -16,539 -100% 0 26 Mar 2025 Ordinary Shares 16,539 Direct F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 These shares were sold in multiple transactions at a price ranging from $22.75 to $23.20 per share. A portion of the ordinary shares were sold to satisfy tax withholding obligations arising upon the vesting of the restricted stock units ("RSUs"). 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.
F2 Each RSU represents a contingent right to receive one ordinary share.
F3 Upon grant, all of the RSUs were fully-vested.
F4 The RSUs were granted on March 26, 2025 as earnout RSUs 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 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.