BCLS II Investco SC 13D/ANewAmsterdam Pharma / BCLS II Investco ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13D

(Rule 13d-101)

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(a) and Amendments Thereto Filed

Pursuant to § 240.13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 2)

NewAmsterdam Pharma Company N.V.

(Name of Issuer)

Ordinary Shares, nominal value €0.12 per share

(Title of Class of Securities)

N62509109

(CUSIP Number)

Bain Capital Life Sciences Investors, LLC

200 Clarendon Street

Boston, MA 02116

617-516-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 28, 2024

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

This Amendment No. 2 to Schedule 13D relates to the Ordinary Shares, nominal value €0.12 per share (the “Ordinary Shares”), of NewAmsterdam Pharma Company N.V., a public limited liability company incorporated in the Netherlands (the “Issuer”), and amends the initial statement on Schedule 13D filed by the Reporting Persons on December 2, 2022, as amended by Amendment No. 1 filed on June 13, 2023 (the “Initial Statement” and, as further amended by this Amendment No. 2, the “Schedule 13D”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Initial Statement.

On February 28, 2024, the Issuer filed its Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K”) with the Securities and Exchange Commission, which disclosed that the Issuer’s total number of outstanding Ordinary Shares increased to 89,266,673 Ordinary Shares as of February 16, 2024. This Amendment No. 2 is being filed to report a decrease of more than one percent in the percentage of outstanding Ordinary Shares that the Reporting Persons may be deemed to beneficially own, which resulted solely from the increase in the number of Ordinary Shares reported as outstanding by the Issuer.

Item 5. Interest in Securities of the Issuer

Item 5 of the Initial Statement is hereby amended and restated as follows:

The information set forth in Items 2, 3 and 6 and on the cover pages of this Schedule 13D is incorporated by reference in its entirety into this Item 5.

(a) – (c) As of the date hereof, (i) BCLS Fund III holds 5,376,356 Ordinary Shares, representing approximately 6.0% of the outstanding Ordinary Shares, (ii) BCLS II Investco holds 4,797,557 Ordinary Shares, representing approximately 5.4% of the outstanding Ordinary Shares, (iii) BCLS Fund II holds 267,429 Ordinary Shares and Warrants to purchase an aggregate of 89,143 Ordinary Shares, together representing approximately 0.4% of the outstanding Ordinary Shares, and (iv) BCIPLS holds 32,571 Ordinary Shares and Warrants to purchase an aggregate of 10,857 Ordinary Shares, together representing less than 0.1% of the outstanding Ordinary Shares.

As a result of the foregoing and the relationships described in Item 2(a) of this Schedule 13D, the Reporting Persons may be deemed to collectively beneficially own an aggregate of 10,473,913 Ordinary Shares and Warrants to purchase an aggregate of 100,000 Ordinary Shares, together representing approximately 11.8% of the outstanding Ordinary Shares.

The percentage of the outstanding Ordinary Shares beneficially owned by the Reporting Persons is based on 89,266,673 Ordinary Shares outstanding as of February 16, 2024, as reported by the Issuer in the 2023 Form 10-K.

(d) Except as otherwise described in this Item 5, no one other than the Reporting Persons has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, any of the Ordinary Shares beneficially owned by the Reporting Persons as described in this Item 5.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Initial Statement is hereby amended and supplemented to add the following:

February 2024 Lock-Up Agreement

In connection with an underwritten public offering of the Ordinary Shares (the “February 2024 Offering”), the Reporting Persons and Dr. Downing each entered into a lock-up agreement (the “February 2024 Lock-Up Agreement”) with the representatives of the several underwriters of the February 2024 Offering, pursuant to which they each agreed, subject to certain exceptions, not to sell or offer to sell any Ordinary Shares or securities convertible into or exercisable or exchangeable for, Ordinary Shares for a period of 90 days after the date of the prospectus relating to the February 2024 Offering without the prior written consent of each of the representatives.

The foregoing summary of the February 2024 Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the February 2024 Lock-Up Agreement, which is filed as an exhibit hereto and incorporated by reference herein.

Item 7. Material to be filed as Exhibits

Item 7 of the Initial Statement is hereby amended and supplemented to add the following:

Exhibit F Form of February 2024 Lock-Up Agreement

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.