BCLS II Investco Form 3 Initial statement of insider ownership

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Bain Capital Life Sciences Investors, LLC

(Last)

(First)

(Middle)

200 CLARENDON STREET

(Street)

BOSTON

02116

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/29/2023

3. Issuer Name and Ticker or Trading Symbol
NewAmsterdam Pharma Co N.V. [ NAMS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares	10,473,913	I	See footnotes⁽¹⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrant (right to buy)	12/22/2022	11/23/2027	Ordinary Shares	100,000	11.5	I	See footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾

1. Name and Address of Reporting Person^*

Bain Capital Life Sciences Investors, LLC

(Last)

(First)

(Middle)

200 CLARENDON STREET

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BCLS Fund III Investments, LP

(Last)

(First)

(Middle)

200 CLARENDON STREET

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Bain Capital Life Sciences III General Partner, LLC

(Last)

(First)

(Middle)

200 CLARENDON STREET

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Bain Capital Life Sciences Fund III, L.P.

(Last)

(First)

(Middle)

200 CLARENDON STREET

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BCLS Fund III Investments GP, LLC

(Last)

(First)

(Middle)

200 CLARENDON STREET

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BCLS II Investco, LP

(Last)

(First)

(Middle)

200 CLARENDON STREET

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BCLS II Investco (GP), LLC

(Last)

(First)

(Middle)

200 CLARENDON STREET

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Bain Capital Life Sciences Fund II, L.P.

(Last)

(First)

(Middle)

200 CLARENDON STREET

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Bain Capital Life Sciences Investors II, LLC

(Last)

(First)

(Middle)

200 CLARENDON STREET

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BCIP Life Sciences Associates, LP

(Last)

(First)

(Middle)

200 CLARENDON STREET

(Street)

BOSTON

02116

(City)

(State)

(Zip)

Explanation of Responses:

1. Represents 5,376,356 Ordinary Shares held directly by BCLS Fund III Investments, LP ("BCLS Fund III"), 4,797,557 Ordinary Shares held directly by BCLS II Investco, LP ("BCLS II Investco"), 267,429 Ordinary Shares held directly by Bain Capital Life Sciences Fund II, L.P. ("BCLS Fund II") and 32,571 Ordinary Shares held directly by BCIP Life Sciences Associates, LP ("BCIPLS" and, together with BCLS Fund III, BCLS II Investco and BCLS Fund II, the "Bain Capital Life Sciences Entities").

2. Represents a warrant to purchase 89,143 Ordinary Shares held directly by BCLS Fund II and a warrant to purchase 10,857 Ordinary Shares held directly by BCIPLS.

3. Bain Capital Life Sciences III General Partner LLC ("BCLS III GP") is the general partner of Bain Capital Life Sciences Fund III, L.P. ("BCLS III"), which is the managing member of BCLS Fund III Investments GP, LLC ("BCLS Fund III GP"), which is the general partner of BCLS Fund III. As a result, each of BCLS III GP, BCLS III and BCLS Fund III GP may be deemed to share voting and dispositive power with respect to the securities held by BCLS Fund III. Each of BCLS III GP, BCLS III and BCLS Fund III GP disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

4. Bain Capital Life Sciences Investors II, LLC ("BCLSI II") is the general partner of BCLS Fund II. As a result, BCLSI II may be deemed to share voting and dispositive power with respect to the securities held by BCLS Fund II. BCLSI II disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

5. BCLS II Investco (GP), LLC ("BCLS II Investco GP"), whose managing member is BCLS Fund II, is the general partner of BCLS II Investco. As a result, each of BCLSI II, BCLS Fund II and BCLS II Investco GP may be deemed to share voting and dispositive power with respect to the securities held by BCLS II Investco. Each of BCLSI II, BCLS Fund II and BCLS II Investco GP disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

6. Boylston Coinvestors, LLC is the general partner of BCIPLS.

7. Bain Capital Life Sciences Investors, LLC ("BCLSI") is the manager of each of BCLS III GP and BCLSI II and governs the investment strategy and decision making process with respect to investments held by BCIPLS. As a result, BCLSI may be deemed to share voting and dispositive power with respect to the securities held by the Bain Capital Life Sciences Entities. BCLSI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

Remarks:

	See signatures included in Exhibit 99.1	12/29/2023
	** Signature of Reporting Person	Date
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 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

BCLS II Investco Form 3Initial statement of insider ownership