Louis G. Lange - 14 Apr 2025 Form 4 Insider Report for NewAmsterdam Pharma Co N.V. (NAMS)

Role
Director
Signature
/s/ Louise Kooij by Power of Attorney from Louis G. Lange
Issuer symbol
NAMS
Transactions as of
14 Apr 2025
Net transactions value
$0
Form type
4
Filing time
21 Apr 2025, 17:41:13 UTC
Previous filing
28 Mar 2025
Next filing
02 May 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 +69 +0.25% $0.000000 28,049 14 Apr 2025 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
transaction NAMS Restricted Stock Unit Options Exercise -69 -33% 137 14 Apr 2025 Ordinary Shares 69 Direct F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The shares are held directly by LGLange III Trust DTD10 (the "Trust") for the benefit of the Reporting Person. The Reporting Person inadvertently reported the ownership of 3,102 ordinary shares issued upon vesting of restricted stock units ("RSUs") on March 28, 2025 to his direct holdings. Such ordinary shares are held by the Trust, and this Form 4 reflects the Reporting Person's correct direct and indirect holdings.
F2 Each RSU represents a contingent right to receive one ordinary share.
F3 3,102 RSUs vested upon grant and 69 RSUs vested on April 1, 2025. The remaining RSUs will vest as follows, subject to the Reporting Person's continued service with the issuer as of each of the applicable vesting dates: 69 of the remaining RSUs will vest on May 1, 2025 and 68 of the remaining RSUs will vest on June 1, 2025.
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.