Sec Form 3 Filing - ForGrowth NAP B.V. @ NewAmsterdam Pharma Co N.V. - 2024-01-01

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
ForGrowth NAP B.V.
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)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O FORBION CAPITAL PARTNERS,, GOOIMEER 2-35
3. Date of Earliest Transaction (MM/DD/YY)
01/01/2024
(Street)
NARDEN, P71411 DC
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 11,831,461 I See footnote ( 1 ) ( 2 ) ( 3 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ForGrowth NAP B.V.
C/O FORBION CAPITAL PARTNERS,
GOOIMEER 2-35
NARDEN, P71411 DC
X
Forbion Capital Fund IV Cooperatief U.A.
C/O FORBION CAPITAL PARTNERS,
GOOIMEER 2-35
NARDEN, P71411 DC
X
Forbion IV Management B.V.
C/O FORBION CAPITAL PARTNERS,
GOOIMEER 2-35
NARDEN, P71411 DC
X
Forbion Growth Opportunities Fund I Cooperatief U.A.
C/O FORBION CAPITAL PARTNERS,
GOOIMEER 2-35
NARDEN, P71411 DC
X
Forbion Growth Management B.V.
C/O FORBION CAPITAL PARTNERS,
GOOIMEER 2-35
NARDEN, P71411 DC
X
Signatures
FORGROWTH NAP B.V., By: Forbion International Management B.V., its Director, By: /s/ V. van Houten and /s/ G.J. Mulder, its Directors 01/02/2024
Signature of Reporting Person Date
FORBION CAPITAL FUND IV COOPERATIEF U.A., By: Forbion IV Management B.V., its Director, By: FCPM III Services B.V., its Director, By: /s/ V. van Houten and /s/ G.J. Mulder, its Directors 01/02/2024
Signature of Reporting Person Date
FORBION IV MANAGEMENT B.V., By: FCPM III Services B.V., its Director, By: /s/ V. van Houten and /s/ G.J. Mulder, its Directors 01/02/2024
Signature of Reporting Person Date
FORBION GROWTH OPPORTUNITIES FUND I COOPERATIEF U.A., By: Forbion Growth Management B.V., its Director, By: FCPM III Services B.V. its Director, By: /s/ V. van Houten and /s/ G.J. Mulder, its Directors 01/02/2024
Signature of Reporting Person Date
FORBION GROWTH MANAGEMENT B.V., By: FCPM III Services B.V., its Director, By: /s/ V. van Houten and /s/ G.J. Mulder, its Directors 01/02/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents Ordinary Shares held directly by NAP PoolCo B.V. ("PoolCo"). PoolCo is a Dutch limited liability company that holds Ordinary Shares on behalf of its shareholders. The governing documents of PoolCo vest voting and investment control over the Ordinary Shares held by PoolCo in PoolCo's shareholders.
( 2 )ForGrowth NAP B.V. ("ForGrowth") is a shareholder of PoolCo. ForGrowth is a joint investment vehicle wholly owned by Forbion Growth Opportunities Fund I Cooperatief U.A. ("Forbion Growth I") and Forbion Capital Fund IV Cooperatief U.A. ("Forbion IV"), but does not exercise voting or dispositive power over the Ordinary Shares held by PoolCo on behalf of Forbion Growth I and Forbion IV. Of the 11,831,461 Ordinary Shares held directly by PoolCo and allocated to ForGrowth, (i) 652,173 shares are beneficially owned by ForGrowth, (ii) 4,543,897 shares are beneficially owned by Forbion Growth I and (ii) 6,635,391 shares are beneficially owned by Forbion IV.
( 3 )(Continued from footnote 2) Forbion IV Management B.V. is the sole director of Forbion IV and Forbion Growth Management B.V. is the sole director of Forbion Growth I. Each of the Reporting Persons disclaims Section 16 beneficial ownership of such shares except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any of the Reporting Persons are the beneficial owner of such shares for Section 16 or any other purpose.

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