Michael H. Davidson - Mar 26, 2025 Form 4 Insider Report for NewAmsterdam Pharma Co N.V. (NAMS)

Role: Chief Executive Officer, Director
Signature: /s/ Michael H. Davidson
Stock symbol: NAMS
Transactions as of: Mar 26, 2025
Transactions value $: $0
Form type: 4
Date filed: 3/28/2025, 05:15 PM
Previous filing: Jan 7, 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	Award	$0	+31K	+9.3%	$0.00	364K	Mar 26, 2025	Direct	F1
transaction	NAMS	Ordinary Shares	Options Exercise	$0	+38.4K	+10.54%	$0.00	403K	Mar 26, 2025	Direct
transaction	NAMS	Ordinary Shares	Sale		-12.3K	-3.04%		390K	Mar 26, 2025	Direct	F2, F3

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	Award		+38.4K			38.4K	Mar 26, 2025	Ordinary Shares	38.4K		Direct	F4, F5, F6
transaction	NAMS	Restricted Stock Unit	Options Exercise		-38.4K	-100%		0	Mar 26, 2025	Ordinary Shares	38.4K		Direct	F4, F5, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Reflects ordinary shares issued to the Reporting Person on March 26, 2025 as earnout shares 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 shareholders would receive additional ordinary shares 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 November 22, 2022, the date of closing under the BCA (the "Closing Date"). The Reporting Person's right to receive the earnout shares became fixed and irrevocable on the Closing Date.
F2	Ordinary shares sold to satisfy tax withholding obligation arising upon the vesting of restricted stock units ("RSUs").
F3	These shares were sold in multiple transactions at a price ranging from $22.88 to $23.22 per share. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities Exchange Comission, upon request, full information regarding the number of shares sold in each transaction.
F4	Each RSU represents a contingent right to receive one ordinary share.
F5	Upon grant, all of the RSUs were fully-vested.
F6	The RSUs were granted on March 26, 2025 as earnout RSUs pursuant to 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.