Amendment: SEC Form SCHEDULE 13D/A filed by NewAmsterdam Pharma Company N.V.
$NAMS
Biotechnology: Pharmaceutical Preparations
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
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NewAmsterdam Pharma Company N.V. (Name of Issuer) |
Ordinary Shares, Nominal value 0.12 per share (Title of Class of Securities) |
N62509109 (CUSIP Number) |
Forbion Capital Partners Gooimeer 2-35, Naarden, P7, 1411 DC 31 (0) 35 699 30 00 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/08/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | N62509109 |
| 1 |
Name of reporting person
Forbion Capital Fund IV Cooperatief U.A. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NETHERLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,930,781.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | N62509109 |
| 1 |
Name of reporting person
Forbion IV Management B.V. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NETHERLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,930,781.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | N62509109 |
| 1 |
Name of reporting person
Forbion Growth Opportunities Fund I Cooperatief U.A. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NETHERLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,648,025.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | N62509109 |
| 1 |
Name of reporting person
Forbion Growth Management B.V. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NETHERLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,648,025.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | N62509109 |
| 1 |
Name of reporting person
ForGrowth NAP B.V. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC, AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NETHERLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
10,578,806.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares, Nominal value 0.12 per share | |
| (b) | Name of Issuer:
NewAmsterdam Pharma Company N.V. | |
| (c) | Address of Issuer's Principal Executive Offices:
Gooimeer 2-35, Naarden,
NETHERLANDS
, 1411 DC. | |
Item 1 Comment:
This Amendment No. 4 ("Amendment No. 4") amends and supplements the Schedule 13D originally filed on June 30, 2023, as amended from time to time (the "Schedule 13D") relating to the ordinary shares (the "Ordinary Shares"), nominal value 0.12 per share, of NewAmsterdam Pharma Company N.V., a public limited liability company (naamloze vennotschap) incorporated under the laws of the Netherlands (the "Issuer"). Capitalized terms used herein and not otherwise defined shall have the same meanings ascribed to them in the Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | (i) Forbion Growth I may be deemed to beneficially own 4,648,025 Ordinary Shares held through ForGrowth, representing approximately 4.1% of the outstanding Ordinary Shares, (ii) Forbion IV may be deemed to beneficially own 5,930,781 Ordinary Shares held through ForGrowth, representing approximately 5.3% of the of the outstanding Ordinary Shares and (iii) ForGrowth may be deemed to beneficially own 10,578,806 Ordinary Shares, representing approximately 9.4% of the outstanding Ordinary Shares, including an aggregate of 9,926,633 Ordinary Shares allocable to Forbion Growth I and Forbion IV through ForGrowth's interest in PoolCo.
Forbion Growth Management may be deemed to beneficially own the Ordinary Shares that may be deemed to be beneficially owned by Forbion Growth I, and Forbion IV Management may be deemed to beneficially own the Ordinary Shares that may be deemed to be beneficially owned by Forbion IV.
The percentage of the outstanding Ordinary Shares that may be deemed to be beneficially owned by the Reporting Persons is based upon 112,628,458 shares of the Issuer's Ordinary Shares outstanding, as reported by the Issuer in its Quarterly Report on Form 10-Q filed on August 6, 2025. | |
| (b) | See above. | |
| (c) | Information concerning transactions in the Ordinary Shares of the Issuer effected since the most recent filing of Schedule 13D is set forth in Annex I of this Schedule 13D. | |
| (d) | Not applicable. | |
| (e) | Not applicable. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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