Capital Fund IV Cooperatief U.A. Forbion 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^*

ForGrowth NAP B.V.

(Last)

(First)

(Middle)

C/O FORBION CAPITAL PARTNERS,

GOOIMEER 2-35

(Street)

NARDEN

1411 DC

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2024

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	11,831,461	I	See footnote⁽¹⁾⁽²⁾⁽³⁾

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)

1. Name and Address of Reporting Person^*

ForGrowth NAP B.V.

(Last)

(First)

(Middle)

C/O FORBION CAPITAL PARTNERS,

GOOIMEER 2-35

(Street)

NARDEN

1411 DC

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Forbion Capital Fund IV Cooperatief U.A.

(Last)

(First)

(Middle)

C/O FORBION CAPITAL PARTNERS,

GOOIMEER 2-35

(Street)

NARDEN

1411 DC

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Forbion IV Management B.V.

(Last)

(First)

(Middle)

C/O FORBION CAPITAL PARTNERS,

GOOIMEER 2-35

(Street)

NARDEN

1411 DC

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Forbion Growth Opportunities Fund I Cooperatief U.A.

(Last)

(First)

(Middle)

C/O FORBION CAPITAL PARTNERS,

GOOIMEER 2-35

(Street)

NARDEN

1411 DC

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Forbion Growth Management B.V.

(Last)

(First)

(Middle)

C/O FORBION CAPITAL PARTNERS,

GOOIMEER 2-35

(Street)

NARDEN

1411 DC

(City)

(State)

(Zip)

Explanation of Responses:

1. Represents Ordinary Shares held directly by NAP PoolCo B.V. ("PoolCo"). PoolCo is a Dutch limited liability company that holds Ordinary Shares on behalf of its shareholders. The governing documents of PoolCo vest voting and investment control over the Ordinary Shares held by PoolCo in PoolCo's shareholders.

2. ForGrowth NAP B.V. ("ForGrowth") is a shareholder of PoolCo. ForGrowth is a joint investment vehicle wholly owned by Forbion Growth Opportunities Fund I Cooperatief U.A. ("Forbion Growth I") and Forbion Capital Fund IV Cooperatief U.A. ("Forbion IV"), but does not exercise voting or dispositive power over the Ordinary Shares held by PoolCo on behalf of Forbion Growth I and Forbion IV. Of the 11,831,461 Ordinary Shares held directly by PoolCo and allocated to ForGrowth, (i) 652,173 shares are beneficially owned by ForGrowth, (ii) 4,543,897 shares are beneficially owned by Forbion Growth I and (ii) 6,635,391 shares are beneficially owned by Forbion IV.

3. (Continued from footnote 2) Forbion IV Management B.V. is the sole director of Forbion IV and Forbion Growth Management B.V. is the sole director of Forbion Growth I. Each of the Reporting Persons disclaims Section 16 beneficial ownership of such shares except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any of the Reporting Persons are the beneficial owner of such shares for Section 16 or any other purpose.

	FORGROWTH NAP B.V., By: Forbion International Management B.V., its Director, By: /s/ V. van Houten and /s/ G.J. Mulder, its Directors	01/02/2024
	FORBION CAPITAL FUND IV COOPERATIEF U.A., By: Forbion IV Management B.V., its Director, By: FCPM III Services B.V., its Director, By: /s/ V. van Houten and /s/ G.J. Mulder, its Directors	01/02/2024
	FORBION IV MANAGEMENT B.V., By: FCPM III Services B.V., its Director, By: /s/ V. van Houten and /s/ G.J. Mulder, its Directors	01/02/2024
	FORBION GROWTH OPPORTUNITIES FUND I COOPERATIEF U.A., By: Forbion Growth Management B.V., its Director, By: FCPM III Services B.V. its Director, By: /s/ V. van Houten and /s/ G.J. Mulder, its Directors	01/02/2024
	FORBION GROWTH MANAGEMENT B.V., By: FCPM III Services B.V., its Director, By: /s/ V. van Houten and /s/ G.J. Mulder, its Directors	01/02/2024
	** Signature of Reporting Person	Date
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Capital Fund IV Cooperatief U.A. Forbion Form 3Initial statement of insider ownership