Form 4 for NAMS NewAmsterdam Pharma Co N.V.
Accepted 2025-03-28 00:00:00 ET · period of report 2025-03-26 · accession 0000950170-25-046934 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2025-03-28 | 2025-03-26 | NAMS | Davidson Michael H. | CEO, Dir | M - OptEx | $0.00 | +38.4K | 402.7K | +11% | $0 |
| D | 2025-03-28 | 2025-03-26 | NAMS | Davidson Michael H. | CEO, Dir | S - Sale+OE | — | -12.3K | 390.4K | -3% | — |
| D | 2025-03-28 | 2025-03-26 | NAMS | Davidson Michael H. | CEO, Dir | A - Grant | $0.00 | +31.0K | 364.3K | +9% | $0 |
| D | 2025-03-28 | 2025-03-26 | NAMS | Davidson Michael H. | CEO, Dir | M - OptEx | — | -38.4K | 0 | -100% | — |
| D | 2025-03-28 | 2025-03-26 | NAMS | Davidson Michael H. | CEO, Dir | A - Grant | — | +38.4K | 38.4K | New | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Ordinary Shares | 2025-03-26 | M | A | 38,394 | $0.00 | 402,699 | D | — | — | |
| 2 | Common | Ordinary Shares | 2025-03-26 | S | D | 12,258 | — | 390,441 | D | — | — | (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. |
| 3 | Common | Ordinary Shares | 2025-03-26 | A | A | 30,992 | $0.00 | 364,305 | D | — | — | (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. |
| 4 | Derivative | Restricted Stock Unit | 2025-03-26 | M | D | 38,394 | — | 0 | D | — · — to — | 38,394 Ordinary Shares | (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. (F4) Each RSU represents a contingent right to receive one ordinary share. (F5) Upon grant, all of the RSUs were fully-vested. |
| 5 | Derivative | Restricted Stock Unit | 2025-03-26 | A | A | 38,394 | — | 38,394 | D | — · — to — | 38,394 Ordinary Shares | (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. (F4) Each RSU represents a contingent right to receive one ordinary share. (F5) Upon grant, all of the RSUs were fully-vested. |