NewAmsterdam Pharma SC 13G/A / Morningside Venture Investments ownership change

NewAmsterdam Pharma (NAMS) SC 13G/ANewAmsterdam Pharma / Morningside Venture Investments ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

NEWAMSTERDAM PHARMA COMPANY N.V.

(Name of Issuer)

Ordinary Shares, nominal value EUR 0.12 per share

(Title of Class of Securities)

N62509109

(CUSIP Number)

September 11, 2023

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in 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 (“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).

CUSIP No. N62509109

(1)	Based upon 82,324,331 shares of Ordinary Shares outstanding as of June 30, 2023, as reported in the Issuer’s Form 6-K filed with the Securities and Exchange Commission (the “SEC”) on August 7, 2023.

CUSIP No. N62509109

(1)	Based upon 82,324,331 shares of Ordinary Shares outstanding as of June 30, 2023, as reported in the Issuer’s Form 6-K filed with the SEC on August 7, 2023.

CUSIP No. N62509109

(1)	Based upon 82,324,331 shares of Ordinary Shares outstanding as of June 30, 2023, as reported in the Issuer’s Form 6-K filed with the SEC on August 7, 2023.

CUSIP No. N62509109

(1)	Based upon 82,324,331 shares of Ordinary Shares outstanding as of June 30, 2023, as reported in the Issuer’s Form 6-K filed with the SEC on August 7, 2023.

CUSIP No. N62509109

(1)	Based upon 82,324,331 shares of Ordinary Shares outstanding as of June 30, 2023, as reported in the Issuer’s Form 6-K filed with the SEC on August 7, 2023.

CUSIP No. N62509109

Item 1.

(a)

Name of Issuer

NewAmsterdam Pharma Company N.V.

(b)

Address of Issuer’s Principal Executive Offices

Gooimeer 2-35, 1411 DC Naarden, The Netherlands

Item 2.


(a)		Name of Person Filing Morningside Venture Investments Limited Frances Anne Elizabeth Richard Jill Marie Franklin Peter Stuart Allenby Edwards Cheung Ka Ho

(b)		Address of Principal Business Office or, if none, Residence c/o THC Management Services S.A.M. 2nd Floor, Le Prince De Galles 3-5 Avenue Des Citronniers MC 98000, Monaco With copies to: Morningside Technology Advisory, LLC Attn: Stephanie O’Brien, Esq. 1188 Centre Street Newton Centre, MA 02459 Springfield Financial Advisory Limited Attn: Investment Administration Department 22nd Floor Hang Lung Centre 2-20 Paterson Street Causeway Bay, Hong Kong

(c)		Citizenship


Morningside Venture Investments Limited		British Virgin Islands
Frances Anne Elizabeth Richard		United Kingdom
Jill Marie Franklin		United Kingdom
Peter Stuart Allenby Edwards		United Kingdom
Cheung Ka Ho		Hong Kong


(d)		Title of Class of Securities Ordinary Shares, nominal value EUR 0.12 per share

(e)		CUSIP Number N62509109

CUSIP No. N62509109

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:



(a)	☐	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)	☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)	☐	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)	☐	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)	☐	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)	☐	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)	☐	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)	☐	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)	☐	A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);

(k)	☐	Group, in accordance with §240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.


(a)	Amount beneficially owned: Morningside Venture Investments Limited – 4,060,923 Frances Anne Elizabeth Richard – 4,060,923 Jill Marie Franklin – 4,060,923 Peter Stuart Allenby Edwards – 4,060,923 Cheung Ka Ho – 4,060,923

(b)	Percent of class: Morningside Venture Investments Limited – 4.93% Frances Anne Elizabeth Richard – 4.93% Jill Marie Franklin – 4.93% Peter Stuart Allenby Edwards – 4.93% Cheung Ka Ho – 4.93%

(c)	Number of shares as to which the person has:

	(i)	Sole power to vote or to direct the vote Morningside Venture Investments Limited – 0 shares Frances Anne Elizabeth Richard – 0 shares Jill Marie Franklin – 0 shares Peter Stuart Allenby Edwards – 0 shares Cheung Ka Ho – 0 shares

CUSIP No. N62509109


(ii)		Shared power to vote or to direct the vote Morningside Venture Investments Limited – 4,060,923 shares Frances Anne Elizabeth Richard – 4,060,923 shares Jill Marie Franklin – 4,060,923 shares Peter Stuart Allenby Edwards – 4,060,923 shares Cheung Ka Ho – 4,060,923 shares

(iii)		Sole power to dispose or to direct the disposition of Morningside Venture Investments Limited – 0 shares Frances Anne Elizabeth Richard – 0 shares Jill Marie Franklin – 0 shares Peter Stuart Allenby Edwards – 0 shares Cheung Ka Ho – 0 shares

(iv)		Shared power to dispose or to direct the disposition of Morningside Venture Investments Limited – 4,060,923 shares Frances Anne Elizabeth Richard – 4,060,923 shares Jill Marie Franklin – 4,060,923 shares Peter Stuart Allenby Edwards – 4,060,923 shares Cheung Ka Ho – 4,060,923 shares

This statement is filed by: (i) Morningside Venture Investments Limited, a British Virgin Islands exempted company (“MVIL”), with respect to the Ordinary Shares directly and beneficially owned by it; (ii) Frances Anne Elizabeth Richard, with respect to the Ordinary Shares beneficially owned by her as a result of her position as a director with MVIL; (iii) Jill Marie Franklin, with respect to the Ordinary Shares beneficially owned by her as a result of her position as a director with MVIL; (iv) Peter Stuart Allenby Edwards, with respect to the Ordinary Shares beneficially owned by him as a result of his position as a director with MVIL; and (v) Cheung Ka Ho, with respect to the Ordinary Shares beneficially owned by him as a result of his position as a director with MVIL; (Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons”). Frances Anne Elizabeth Richard, Jill Marie Franklin, Peter Stuart Allenby Edwards, and Cheung Ka Ho are the directors of MVIL and share voting and dispositive power with respect to the securities held by MVIL. Ms. Richard, Ms. Franklin, Mr. Edwards and Mr. Cheung each disclaim beneficial ownership of the securities held by MVIL. MVIL is ultimately wholly beneficially owned by a trust over which Adriel Wenbwo Chan and Wong Yuk Lan share authority to remove the trustee.

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable.

Item 8.

Identification and Classification of Members of the Group

The information set forth in Item 2 is incorporated herein by reference.

CUSIP No. N62509109

Item 9.

Notice of Dissolution of Group

Not applicable.

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. We also hereby agree to file this statement jointly pursuant to the Agreement listed on Exhibit 99.1 hereto.

Dated: September 19, 2023


For and on behalf of:

MORNINGSIDE VENTURE INVESTMENTS LIMITED

By:		/s/ Frances Anne Elizabeth Richard
		Frances Anne Elizabeth Richard

/s/ Frances Anne Elizabeth Richard
Frances Anne Elizabeth Richard

/s/ Cheung Ka Ho
Cheung Ka Ho

/s/ Jill Marie Franklin
Jill Marie Franklin

/s/ Peter Stuart Allenby Edwards
Peter Stuart Allenby Edwards

Names of Reporting Persons

Morningside Venture Investments Limited

Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☒ (b) ☐

SEC Use Only

Citizenship or Place of Organization

British Virgin Islands