ForGrowth NAP B.V. Form 4 Change in insider ownership

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ForGrowth NAP B.V.

(Last)

(First)

(Middle)

C/O FORBION CAPITAL PARTNERS,

GOOIMEER 2-35,

(Street)

NAARDEN

1411 DC

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/10/2024

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares	12/10/2024		S⁽¹⁾		259,739⁽²⁾⁽³⁾	D	$25.2184⁽²⁾⁽³⁾	11,519,021	I	See footnote⁽⁴⁾
Ordinary Shares	12/10/2024		S⁽¹⁾		48,511⁽⁵⁾	D	$26.1509⁽⁵⁾	11,470,510	I	See footnote⁽⁴⁾
Ordinary Shares	12/11/2024		S⁽¹⁾		130,561⁽⁶⁾	D	$25.2637⁽⁶⁾	11,339,949	I	See footnote⁽⁴⁾
Ordinary Shares	12/11/2024		S⁽¹⁾		18,583⁽⁷⁾	D	$26.405⁽⁷⁾	11,321,366	I	See footnote⁽⁴⁾
Ordinary Shares	12/11/2024		S⁽¹⁾		4,894⁽⁸⁾	D	$27.109⁽⁸⁾	11,316,472	I	See footnote⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

ForGrowth NAP B.V.

(Last)

(First)

(Middle)

C/O FORBION CAPITAL PARTNERS,

GOOIMEER 2-35,

(Street)

NAARDEN

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. This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by NAP PoolCo B.V. ("PoolCo") on March 28, 2024.

2. Represents 114,077 shares sold on behalf of Forbion Growth Opportunities Fund I Cooperatief U.A. ("Forbion Growth I") and 145,662 shares sold on behalf of Forbion Capital Fund IV Cooperatief U.A. ("Forbion IV"). The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $25.00 to $25.99. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this Form 4. Following the reported transaction, of the 11,519,021 Ordinary Shares beneficially owned by ForGrowth NAP B.V. ("ForGrowth"), 652,173 shares are directly owned by ForGrowth on behalf of Forbion Growth I, and 10,866,848 are held by PoolCo and are allocated to ForGrowth,

3. (Continued from footnote 2) of which 4,406,674 shares are beneficially owned by Forbion Growth I and 6,460,174 shares are beneficially owned by Forbion IV.

4. ForGrowth is a shareholder of PoolCo. ForGrowth is a joint investment vehicle wholly owned by Forbion Growth I and Forbion IV but does not exercise voting or dispositive power over the Ordinary Shares held on behalf of Forbion Growth I and Forbion IV. 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.

5. Represents 21,306 shares sold on behalf of Forbion Growth I and 27,205 shares sold on behalf of Forbion IV. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $26.00 to $26.33. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this Form 4. Following the reported transaction, of the 11,470,510 Ordinary Shares beneficially owned by ForGrowth, 652,173 shares are directly owned by ForGrowth on behalf of Forbion Growth I, and 10,818,337 are held by PoolCo and are allocated to ForGrowth, of which 4,385,368 shares are beneficially owned by Forbion Growth I and 6,432,969 shares are beneficially owned by Forbion IV.

6. Represents 57,342 shares sold on behalf of Forbion Growth I and 73,219 shares sold on behalf of Forbion IV. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $25.00 to $25.995. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this Form 4. Following the reported transaction, of the 11,339,949 Ordinary Shares beneficially owned by ForGrowth, 652,173 shares are directly owned by ForGrowth on behalf of Forbion Growth I, and 10,687,776 are held by PoolCo and are allocated to ForGrowth, of which 4,328,026 shares are beneficially owned by Forbion Growth I and 6,359,750 shares are beneficially owned by Forbion IV.

7. Represents 8,162 shares sold on behalf of Forbion Growth I and 10,421 shares sold on behalf of Forbion IV. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $26.00 to $26.80. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this Form 4. Following the reported transaction, of the 11,321,366 Ordinary Shares beneficially owned by ForGrowth, 652,173 shares are directly owned by ForGrowth on behalf of Forbion Growth I, and 10,669,193 are held by PoolCo and are allocated to ForGrowth, of which 4,319,864 shares are beneficially owned by Forbion Growth I and 6,349,329 shares are beneficially owned by Forbion IV.

8. Represents 2,149 shares sold on behalf of Forbion Growth I and 2,745 shares sold on behalf of Forbion IV. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $27.09 to $27.21. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this Form 4. Following the reported transaction, of the 11,316,472 Ordinary Shares beneficially owned by ForGrowth, 652,173 shares are directly owned by ForGrowth on behalf of Forbion Growth I, and 10,664,299 are held by PoolCo and are allocated to ForGrowth, of which 4,317,715 shares are beneficially owned by Forbion Growth I and 6,346,584 shares are beneficially owned by Forbion IV.

	FORGROWTH NAP B.V., By: Forbion International Management B.V., its Director, By: /s/ V. van Houten and /s/ G.J. Mulder, its Directors	12/12/2024
	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	12/12/2024
	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	12/12/2024
	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	12/12/2024
	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	12/12/2024
	** 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 4 (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).
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ForGrowth NAP B.V. Form 4Change in insider ownership