Douglas F. Kling - Jan 27, 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
Stock symbol
NAMS
Transactions as of
Jan 27, 2025
Transactions value $
$0
Form type
4
Date filed
1/29/2025, 05:16 PM
Previous filing
Jan 7, 2025
Next filing
Jan 31, 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 +104K +236.76% 148K Jan 27, 2025 Direct F2
transaction NAMS Ordinary Shares Sale -80.4K -54.23% 67.8K Jan 27, 2025 Direct F1, F3
transaction NAMS Ordinary Shares Sale -23.8K -35.12% 44K Jan 27, 2025 Direct F1, F4
transaction NAMS Ordinary Shares Options Exercise +25.4K +57.69% 69.4K Jan 28, 2025 Direct F2
transaction NAMS Ordinary Shares Sale -20.2K -29.17% 49.1K Jan 28, 2025 Direct F1, F5
transaction NAMS Ordinary Shares Sale -5.15K -10.47% 44K Jan 28, 2025 Direct F1, F6

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 Option (right to buy) Options Exercise $0 -104K -24.45% $0.00 322K Jan 27, 2025 Ordinary Shares 104K Direct F2, F7
transaction NAMS Option (right to buy) Options Exercise $0 -25.4K -7.88% $0.00 297K Jan 28, 2025 Ordinary Shares 25.4K Direct F2, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 This transaction was effected pursuant to a trading plan adopted by the Reporting Person in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.
F2 The exercise price of the option is 1.16392 euros.
F3 These shares were sold in multiple transactions at prices ranging from $22.46 per share to $23.45 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.
F4 These shares were sold in multiple transactions at prices ranging from $23.46 per share to $23.70 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.
F5 These shares were sold in multiple transactions at prices ranging from $20.92 per share to $21.91 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.
F6 These shares were sold in multiple transactions at prices ranging from $21.93 per share to $22.39 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.
F7 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. 121,754 of the shares underlying the option immediately vested on the grant date. 25% of the remaining shares underlying the option vested on March 31, 2022, the one-year anniversary of the 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.