Sec Form 4 Filing - Kastelein Johannes Jacob Pieter @ NewAmsterdam Pharma Co N.V. - 2024-03-26

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Kastelein Johannes Jacob Pieter
2. Issuer Name and Ticker or Trading Symbol
NewAmsterdam Pharma Co N.V. [ NAMS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Scientific Officer
(Last) (First) (Middle)
C/O NEWAMSTERDAM PHARMA COMPANY N.V., GOOIMEER 2-35
3. Date of Earliest Transaction (MM/DD/YY)
03/26/2024
(Street)
NAARDEN, P71411 DC
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Ordinary Shares 03/26/2024 M 201,673 A 201,673 I See footnote ( 2 )
Ordinary Shares 03/26/2024 F 11,197 ( 3 ) D $ 22.72 190,476 I See footnote ( 2 )
Ordinary Shares 03/26/2024 S 190,476 ( 4 ) D ( 5 ) $ 21.5 0 I See footnote ( 2 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option (right to buy) ( 1 ) 03/26/2024 M 201,673 ( 6 ) 07/06/2031 Ordinary Shares 201,673 $ 0 970,229 I See footnote ( 7 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kastelein Johannes Jacob Pieter
C/O NEWAMSTERDAM PHARMA COMPANY N.V.
GOOIMEER 2-35
NAARDEN, P71411 DC
X Chief Scientific Officer
Signatures
/s/ Louise Kooij by Power of Attorney from Johannes Jacob Pieter Kastelein 03/27/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The exercise price of the option is EUR 1.16392.
( 2 )The Ordinary Shares are held by Futurum B.V. ("Futurum") through NAP PoolCo B.V. ("PoolCo") for the benefit of the Reporting Person. The Reporting Person exercises sole voting and investement control over the Ordinary Shares held by Futurum through PoolCo. PoolCo has no voting or investement control or pecuniary interest in the Ordinary Shares held on behalf of Futurum.
( 3 )Represents Ordinary Shares that were withheld to satisfy the exercise price due upon the exercise of the options.
( 4 )These shares were sold in multiple transactions at a price of $21.50 per share. The Reporting Person undertakes 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 in each transaction.
( 5 )The Ordinary Shares were sold by the Reporting Person pursuant to an exemption in a lock-up agreement, dated February 12, 2024, in order to satisfy certain tax liabilities.
( 6 )The option was granted on November 22, 2022 to replace an option originally granted on July 6, 2021 which was cancelled in connection with the consummation of NewAmsterdam Pharma Company N.V.'s business combination with Frazier Lifesciences Acquisition Corporation. 292,214 of the shares underlying the option immediately vested on the grant date. 25% of the remaining shares underlying the option vested on January 1, 2021, the one-year anniversary of vesting start date, with the remaining shares vesting in equal monthly installments thereafter for three years, subject to the Reporting Person's continued service through each such date.
( 7 )The option was granted to and is held by Futurum through PoolCo for the benefit of the Reporting Person. The Reporting Person exercises sole voting and investement control over the securities held by Futurum through PoolCo. PoolCo has no voting or investement control or pecuniary interest in the securities held on behalf of Futurum.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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