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Frazier fund reports 8.7% NewAmsterdam Pharma stake

NewAmsterdam Pharma Co N.V.

(Moderate)
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

NewAmsterdam Pharma Co N.V. (NAMS) is the subject of this Amendment No. 7 to a Schedule 13D, in which multiple Frazier Life Sciences-affiliated funds and entities update their beneficial ownership of the company’s Ordinary Shares, including shares issuable upon exercise of warrants.

Frazier Life Sciences X, L.P. reports beneficial ownership of 7,329,857 Ordinary Shares (including 500,333 shares issuable upon exercise of warrants), representing 6.1% of the class, based on 119,537,169 shares outstanding as of August 3, 2026 plus those warrant shares. Frazier Lifesciences Sponsor LLC reports 3,968,000 shares (3.3%), Frazier Life Sciences Public Fund, L.P. reports 10,424,224 shares (8.7%), Frazier Life Sciences XI, L.P. reports 1,319,923 shares (1.1%), and Frazier Life Sciences XII, L.P. reports 365,231 shares (0.3%). James N. Topper and Patrick J. Heron share voting and investment power over the FLS X and Sponsor positions. The amendment also states that, other than transactions listed in Exhibit 10.1, no reporting person has traded the Ordinary Shares in the past 60 days.

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FLS X beneficial ownership 7,329,857 Ordinary Shares Including 500,333 shares issuable upon exercise of warrants; represents 6.1% of class
Sponsor ownership 3,968,000 Ordinary Shares Frazier Lifesciences Sponsor LLC; 3,801,000 shares plus 167,000 shares issuable upon exercise of warrants; 3.3% of class
Frazier Life Sciences Public Fund stake 10,424,224 Ordinary Shares Directly held by Frazier Life Sciences Public Fund, L.P.; represents 8.7% of outstanding shares
FLS XI ownership 1,319,923 Ordinary Shares Held by Frazier Life Sciences XI, L.P.; represents 1.1% of outstanding shares
FLS XII ownership 365,231 Ordinary Shares Held by Frazier Life Sciences XII, L.P.; represents 0.3% of outstanding shares
Shares outstanding baseline 119,537,169 Ordinary Shares NewAmsterdam Pharma Co N.V. shares outstanding as of August 3, 2026, per Form 10-Q
Warrant-based shares in FLS X and Sponsor 500,333 Ordinary Shares Ordinary Shares issuable upon exercise of warrants held collectively by FLS X and the Sponsor
Date of event requiring filing September 18, 2026 Date triggering Amendment No. 7 to Schedule 13D
beneficial ownership financial
"no members of such committee are attributed beneficial ownership of the securities"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
warrants financial
"Ordinary Shares that are issuable upon the exercise of Warrants"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
Schedule 13D regulatory
"This Amendment No. 7 to a Schedule 13D amends the statement"
A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.
initial public offering financial
"in connection with the initial public offering ("IPO") of FLAC"
An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.
Business Combination financial
"in connection with the initial public offering ("IPO") of FLAC and the Business Combination"
A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.
Ordinary Shares financial
"Ordinary Shares, nominal value EUR0.12 per share"
Ordinary shares are a type of ownership stake in a company, giving shareholders a right to participate in the company’s profits and decision-making through voting. They are similar to owning a piece of a business, and their value can rise or fall based on the company's performance. Investors buy ordinary shares to potentially earn dividends and benefit from the company's growth over time.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What stake in NAMS does Frazier Life Sciences X, L.P. report in this Schedule 13D/A?

Frazier Life Sciences X, L.P. reports beneficial ownership of 7,329,857 Ordinary Shares, including 500,333 shares issuable upon exercise of warrants, representing 6.1% of NewAmsterdam Pharma Co N.V.’s Ordinary Shares as calculated in the filing.

How many NAMS shares does Frazier Life Sciences Public Fund, L.P. hold?

Frazier Life Sciences Public Fund, L.P. directly holds 10,424,224 Ordinary Shares of NewAmsterdam Pharma Co N.V., which represents 8.7% of the outstanding Ordinary Shares based on 119,537,169 shares outstanding as of August 3, 2026.

What is the reported share count outstanding for NAMS used in this 13D/A?

The ownership percentages are calculated using 119,537,169 Ordinary Shares outstanding as of August 3, 2026, as reported by NewAmsterdam Pharma Co N.V. in its Quarterly Report on Form 10-Q filed on August 5, 2026.

Do the reporting persons disclose recent trading activity in NAMS shares?

The reporting persons state that, except as set forth in Exhibit 10.1, none of them has effected any transactions relating to NewAmsterdam Pharma Co N.V. Ordinary Shares during the past 60 days.

How are warrants reflected in Frazier Life Sciences’ NAMS ownership?

Frazier Life Sciences X, L.P. holds 333,333 warrants and Frazier Lifesciences Sponsor LLC holds 167,000 warrants, each warrant exercisable for one Ordinary Share. These 500,333 issuable shares are included in certain beneficial ownership and percentage calculations.

What role do James N. Topper and Patrick J. Heron play in the NAMS holdings?

James N. Topper and Patrick J. Heron are members of FHMLS X, L.L.C. and share voting and investment power over the FLS X Shares and the Sponsor Shares. Each is reported as beneficially owning 7,329,857 shares (6.1%), including shares underlying warrants.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates





N62509109

(CUSIP Number)
Jennifer Martin
1700 Seventh Ave, Suite 1120,
Seattle, WA, 98101
(206) 451-8040

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
09/18/2026

(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.

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 ("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).




schemaVersion:


SCHEDULE 13D




Comment for Type of Reporting Person:
The shares listed in rows 8, 10 and 11 consists of (i) 6,829,524 Ordinary Shares and (ii) 500,333 Ordinary Shares that are issuable upon the exercise of warrants, each to acquire one Ordinary Share ("Warrants"). The percentage listed in row 13 is calculated based on (i) 119,537,169 Ordinary Shares that were outstanding as of August 3, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 5, 2026, as increased by (ii) 500,333 Ordinary Shares issuable upon the exercise of Warrants.


SCHEDULE 13D




Comment for Type of Reporting Person:
The shares listed in rows 8, 10 and 11 consists of (i) 3,801,000 Ordinary Shares and (ii) 167,000 Ordinary Shares that are issuable upon the exercise of Warrants. The percentage listed in row 13 is calculated based on (i) 119,537,169 Ordinary Shares that were outstanding as of August 3, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 5, 2026, as increased by (ii) 500,333 Ordinary Shares issuable upon the exercise of Warrants.


SCHEDULE 13D




Comment for Type of Reporting Person:
The shares listed in rows 8, 10 and 11 consists of (i) 6,829,524 Ordinary Shares and (ii) 500,333 Ordinary Shares that are issuable upon the exercise of Warrants. The percentage listed in row 13 is calculated based on (i) 119,537,169 Ordinary Shares that were outstanding as of August 3, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 5, 2026, as increased by (ii) 500,333 Ordinary Shares issuable upon the exercise of Warrants.


SCHEDULE 13D




Comment for Type of Reporting Person:
The shares listed in rows 8, 10 and 11 consists of (i) 6,829,524 Ordinary Shares and (ii) 500,333 Ordinary Shares that are issuable upon the exercise of Warrants. The percentage listed in row 13 is calculated based on (i) 119,537,169 Ordinary Shares that were outstanding as of August 3, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 5, 2026, as increased by (ii) 500,333 Ordinary Shares issuable upon the exercise of Warrants.


SCHEDULE 13D




Comment for Type of Reporting Person:
The percentage listed in row 13 is calculated based on 119,537,169 Ordinary Shares that were outstanding as of August 3, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 5, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
The percentage listed in row 13 is calculated based on 119,537,169 Ordinary Shares that were outstanding as of August 3, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 5, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
The percentage listed in row 13 is calculated based on 119,537,169 Ordinary Shares that were outstanding as of August 3, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 5, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
The percentage listed in row 13 is calculated based on 119,537,169 Ordinary Shares that were outstanding as of August 3, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 5, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
The percentage listed in row 13 is calculated based on 119,537,169 Ordinary Shares that were outstanding as of August 3, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 5, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
The percentage listed in row 13 is calculated based on 119,537,169 Ordinary Shares that were outstanding as of August 3, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 5, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
The percentage listed in row 13 is calculated based on 119,537,169 Ordinary Shares that were outstanding as of August 3, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 5, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
The percentage listed in row 13 is calculated based on 119,537,169 Ordinary Shares that were outstanding as of August 3, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 5, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
The percentage listed in row 13 is calculated based on 119,537,169 Ordinary Shares that were outstanding as of August 3, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 5, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
The shares listed in rows 8, 10 and 11 consists of (i) 3,801,000 Ordinary Shares held directly by Frazier Lifesciences Sponsor LLC, (ii) 167,700 Ordinary Shares that are issuable upon the exercise of Warrants held directly by Frazier Lifesciences Sponsor LLC, (iii) 3,028,524 Ordinary Shares held directly by Frazier Life Sciences X, L.P. and (iv) 333,333 Ordinary Shares that are issuable upon the exercise of Warrants held directly by Frazier Life Sciences X, L.P. The percentage listed in row 13 is calculated based on (i) 119,537,169 Ordinary Shares that were outstanding as of August 3, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 5, 2026, as increased by (ii) 500,333 Ordinary Shares issuable upon the exercise of Warrants held collectively by Frazier Lifesciences Sponsor LLC and Frazier Life Sciences X, L.P.


SCHEDULE 13D




Comment for Type of Reporting Person:
The shares listed in rows 8, 10 and 11 consists of (i) 3,801,000 Ordinary Shares held directly by Frazier Lifesciences Sponsor LLC, (ii) 167,700 Ordinary Shares that are issuable upon the exercise of Warrants held directly by Frazier Lifesciences Sponsor LLC, (iii) 3,028,524 Ordinary Shares held directly by Frazier Life Sciences X, L.P. and (iv) 333,333 Ordinary Shares that are issuable upon the exercise of Warrants held directly by Frazier Life Sciences X, L.P. The percentage listed in row 13 is calculated based on (i) 119,537,169 Ordinary Shares that were outstanding as of August 3, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 5, 2026, as increased by (ii) 500,333 Ordinary Shares issuable upon the exercise of Warrants held collectively by Frazier Lifesciences Sponsor LLC and Frazier Life Sciences X, L.P.


SCHEDULE 13D


Frazier Life Sciences X, L.P.
Signature:/s/ Jennifer Martin
Name/Title:By Jennifer Martin, CFO of FHMLS X, L.L.C., GP of FHMLS X, L.P., GP of Frazier Life Sciences X, L.P.
Date:09/22/2026
Frazier Lifesciences Sponsor LLC
Signature:/s/ Jennifer Martin
Name/Title:By Jennifer Martin, CFO of FHMLS X, L.L.C., GP of FHMLS X, L.P., GP of Frazier Life Sciences X, L.P., Sole Member of Frazier Lifesciences Sponsor LLC
Date:09/22/2026
FHMLS X, L.P.
Signature:/s/ Jennifer Martin
Name/Title:By Jennifer Martin, CFO of FHMLS X, L.L.C., GP of FHMLS X, L.P.
Date:09/22/2026
FHMLS X, L.L.C.
Signature:/s/ Jennifer Martin
Name/Title:By Jennifer Martin, CFO of FHMLS X, L.L.C.
Date:09/22/2026
Frazier Life Sciences Public Fund, L.P.
Signature:/s/ Jennifer Martin
Name/Title:By Jennifer Martin, CFO of FHMLSP, L.L.C., GP of FHMLSP, L.P., GP of Frazier Life Sciences Public Fund, L.P.
Date:09/22/2026
FHMLSP, L.P.
Signature:/s/ Jennifer Martin
Name/Title:By Jennifer Martin, CFO of FHMLSP, L.L.C., GP of FHMLSP, L.P.
Date:09/22/2026
FHMLSP, L.L.C.
Signature:/s/ Jennifer Martin
Name/Title:By Jennifer Martin, CFO of FHMLSP, L.L.C.
Date:09/22/2026
Frazier Life Sciences XI, L.P.
Signature:/s/ Jennifer Martin
Name/Title:By Jennifer Martin, CFO of FHMLS XI, L.L.C., GP of FHMLS XI, L.P., GP of Frazier Life Sciences XI, L.P.
Date:09/22/2026
FHMLS XI, L.P.
Signature:/s/ Jennifer Martin
Name/Title:By Jennifer Martin, CFO of FHMLS XI, L.L.C., GP of FHMLS XI, L.P.
Date:09/22/2026
FHMLS XI, L.L.C.
Signature:/s/ Jennifer Martin
Name/Title:By Jennifer Martin, CFO of FHMLS XI, L.L.C.
Date:09/22/2026
Frazier Life Sciences XII, L.P.
Signature:/s/ Jennifer Martin
Name/Title:By Jennifer Martin, CFO of FHMLS XII, L.L.C., GP of FHMLS XII, L.P., GP of Frazier Life Sciences XII, L.P.
Date:09/22/2026
FHMLS XII, L.P.
Signature:/s/ Jennifer Martin
Name/Title:By Jennifer Martin, CFO of FHMLS XII, L.L.C., GP of FHMLS XII, L.P.
Date:09/22/2026
FHMLS XII, L.L.C.
Signature:/s/ Jennifer Martin
Name/Title:By Jennifer Martin, CFO of FHMLS XII, L.L.C.
Date:09/22/2026
James N. Topper
Signature:/s/ Jennifer Martin
Name/Title:By Jennifer Martin, Attorney-in-Fact for James N. Topper, pursuant to a Power of Attorney
Date:09/22/2026
Patrick J. Heron
Signature:/s/ Jennifer Martin
Name/Title:By Jennifer Martin, Attorney-in-Fact for Patrick J. Heron, pursuant to a Power of Attorney
Date:09/22/2026

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