Form 4: James Topper Reports 660-Share Purchase in NewAmsterdam

Rhea-AI Filing Summary

James N. Topper, a director of NewAmsterdam Pharma Co N.V. (ticker: NAMSW), reported a purchase on Form 4. The filing shows a transaction on 09/15/2025 acquiring 660 ordinary shares at a weighted average price of $23.6953. The filing lists two holdings following the reported transaction: 3,028,524 shares held indirectly by Frazier Life Sciences X, L.P. and 3,801,000 shares held indirectly by Frazier Lifesciences Sponsor LLC. Footnotes state the reported price is a weighted average from multiple purchases priced between $23.46 and $23.75. The Form 4 was signed by an attorney-in-fact on behalf of Mr. Topper on 09/17/2025.

Positive

• Insider acquisition disclosed: The reporting person purchased 660 shares on 09/15/2025, disclosed via a timely Form 4.
• Transparent ownership disclosure: Footnotes clearly explain indirect holdings through Frazier Life Sciences X, L.P. and Frazier Lifesciences Sponsor LLC.

Negative

• None.

Insights

Securities Analyst

TL;DR: A small reported insider purchase increases reported indirect holdings; transaction appears routine rather than material.

The filing documents a 660-share acquisition by the reporting person on 09/15/2025 at a weighted average price of $23.6953. Most shares are held indirectly through affiliated entities (Frazier Life Sciences X, L.P. and Frazier Lifesciences Sponsor LLC). The price note clarifies multiple purchase prices between $23.46 and $23.75. From a market-impact perspective, the transaction size disclosed here is modest relative to the multi-million share positions reported as held by related entities, suggesting limited immediate market significance based solely on this Form 4.

Corporate Governance Expert

TL;DR: Disclosure is timely and detailed; holdings are routed through affiliated entities with standard disclaimers.

The Form 4 includes appropriate explanatory footnotes describing the ownership chain and disclaimers of beneficial ownership except to the extent of pecuniary interest. The use of an attorney-in-fact signature is documented and the filing identifies the reporting person as a director. These elements align with standard Section 16 reporting practices and provide transparent attribution of indirect holdings to affiliated entities.

Insider Trade Summary

Net Buyer: 660 shares ($15,639)

Net Buy 2 txns

Insider Topper James N

Role Director

Bought 660 shs ($16K)

Type	Security	Shares	Price	Value
Purchase	Ordinary Shares	660	$23.6953	$16K
holding	Ordinary Shares	--	--	--

Holdings After Transaction: Ordinary Shares — 3,028,524 shares (Indirect, By Frazier Life Sciences X, L.P.)

Footnotes (1)

1. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $23.46 to $23.75. inclusive. The Reporting Person undertakes 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 purchased at each separate price within the ranges set forth in footnote (3) to this Form 4. The shares are held directly by Frazier Life Sciences X, L.P. FHMLS X, L.P. is the general partner of Frazier Life Sciences X, L.P. and FHMLS X, L.L.C. is the general partner of FHMLS X, L.P. The Reporting Person is one of two managing members of FHMLS X, L.L.C. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. The shares are held directly by Frazier Lifesciences Sponsor LLC. The sole member of Frazier Lifesciences Sponsor LLC is Frazier Life Sciences X, L.P. FHMLS X, L.P. is the general partner of Frazier Life Sciences X, L.P. and FHMLS X, L.L.C. is the general partner of FHMLS X, L.P. The Reporting Person is one of two managing members of FHMLS X, L.L.C. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

Form 4 Insider Transactions: What Each Field Means →

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
Estimated average burden
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^*

Topper James N

(Last) (First) (Middle)

1001 PAGE MILL RD, BUILDING 4, SUITE B

(Street)

PALO ALTO CA 94304

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

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

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

X	Form filed by One Reporting Person
	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)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares	09/15/2025		P		660	A	$23.6953(1)	3,028,524	I	By Frazier Life Sciences X, L.P.(2)
Ordinary Shares								3,801,000	I	By Frazier Lifesciences Sponsor LLC(3)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $23.46 to $23.75. inclusive. The Reporting Person undertakes 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 purchased at each separate price within the ranges set forth in footnote (3) to this Form 4.

2. The shares are held directly by Frazier Life Sciences X, L.P. FHMLS X, L.P. is the general partner of Frazier Life Sciences X, L.P. and FHMLS X, L.L.C. is the general partner of FHMLS X, L.P. The Reporting Person is one of two managing members of FHMLS X, L.L.C. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

3. The shares are held directly by Frazier Lifesciences Sponsor LLC. The sole member of Frazier Lifesciences Sponsor LLC is Frazier Life Sciences X, L.P. FHMLS X, L.P. is the general partner of Frazier Life Sciences X, L.P. and FHMLS X, L.L.C. is the general partner of FHMLS X, L.P. The Reporting Person is one of two managing members of FHMLS X, L.L.C. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

	/s/ Steve R. Bailey, Attorney-in-Fact For James N. Topper	09/17/2025
	** 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).
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.

FAQ

What did the Form 4 for NewAmsterdam Pharma (NAMSW) report?

The Form 4 reports that director James N. Topper acquired 660 ordinary shares on 09/15/2025 at a weighted average price of $23.6953.

How many shares does the filing say are held indirectly by affiliated entities?

The filing reports 3,028,524 shares held by Frazier Life Sciences X, L.P. and 3,801,000 shares held by Frazier Lifesciences Sponsor LLC.

What price range does the Form 4 disclose for the purchases?

Footnote 1 states the shares were purchased in multiple transactions at prices ranging from $23.46 to $23.75.

When was the Form 4 signed and by whom?

The Form 4 was signed by Steve R. Bailey, Attorney-in-Fact for James N. Topper on 09/17/2025.

Does the filing explain the nature of the indirect ownership?

Yes. Footnotes explain that the shares are held directly by the named entities and describe the general partner and managing member relationships, with a disclaimer of beneficial ownership except for pecuniary interest.