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[Form 4] NewAmsterdam Pharma Company N.V. Warrant Insider Trading Activity

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
4
Rhea-AI Filing Summary

Louise Frederika Kooij, the reporting person and Chief Accounting Officer of NewAmsterdam Pharma Company N.V. (ticker: NAMSW), executed a transaction dated 09/02/2025 reported on Form 4. The filing shows the acquisition of 18,073 ordinary shares through the exercise of an option and reports total beneficial ownership of 33,073 ordinary shares following the transaction. The option exercised had an exercise price of EUR 1.16392, was originally granted to replace an earlier award, and included a vesting schedule described in the filing. The filing also discloses that the securities were previously held indirectly through LouFre Management B.V. for the reporting person’s benefit. The Form 4 is signed by the reporting person on 09/04/2025.

Positive
  • Insider acquired 18,073 shares through option exercise, increasing direct beneficial ownership to 33,073 shares
  • Exercise price disclosed (EUR 1.16392) and vesting history provided, enhancing transparency
Negative
  • None.

Insights

TL;DR: Insider exercised options to acquire 18,073 shares, increasing direct beneficial ownership to 33,073 shares; transaction appears routine and non-dilutive.

The Form 4 documents an option exercise dated 09/02/2025 by the Chief Accounting Officer that resulted in acquisition of 18,073 ordinary shares at an exercise price of EUR 1.16392. The filing discloses prior indirect holding through LouFre Management B.V. and details of the option grant and vesting schedule. For investors, this is a standard insider exercise and change in beneficial ownership rather than a corporate action affecting shares outstanding or company cash flows. The reported post-transaction beneficial ownership figure (33,073 shares) provides clear context for the insider’s stake.

TL;DR: Exercise and conversion from indirect to direct ownership documented; filing provides required disclosure and vesting background.

The disclosure confirms the insider previously held the option indirectly via an entity (LouFre Management B.V.) and has exercised the option, now reflecting direct beneficial ownership. The explanatory section describes the original grant, replacement grant date and vesting mechanics, which support the legitimacy of the exercise under the issuer’s equity plan. The filing is complete in scope for a Section 16 reporting event and includes a signed certification.

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).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Kooij Louise Frederika

(Last) (First) (Middle)
C/O NEWAMSTERDAM PHARMA COMPANY N.V.
GOOIMEER 2-35

(Street)
NAARDEN P7 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 10% Owner
X Officer (give title below) Other (specify below)
Chief Accounting Officer
3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025
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 09/02/2025 M 18,073 A (1) 33,073 D
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
Option (right to buy) (1) 09/02/2025 M 18,073 (2) 07/06/2031 Ordinary Shares 18,073 $0.00 0 D(3)
Explanation of Responses:
1. The exercise price of the option is EUR 1.16392.
2. The option was granted on November 22, 2022 to replace an option originally granted on July 6, 2021 which was cancelled in connection with the consummation of NewAmsterdam Pharma Company N.V.'s business combination with Frazier Lifesciences Acquisition Corporation. 60,879 of the shares underlying the option immediately vested on the grant date. 25% of the remaining shares underlying the option vested on January 1, 2021, the one-year anniversary of the vesting start date, with the remaining shares vesting in equal monthly installments thereafter for three years, subject to the Reporting Person's continued service through each such date.
3. The securities were previously held indirectly by the Reporting Person through LouFre Management B.V. ("LouFre") for the benefit of the Reporting Person. The Reporting Person had the sole pecuniary interest in the securities.
/s/ Louise Kooij 09/04/2025
** 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 transaction did Louise Kooij report on Form 4 for NAMSW?

The Form 4 reports an option exercise on 09/02/2025 resulting in the acquisition of 18,073 ordinary shares.

How many shares does the reporting person beneficially own after the transaction?

The filing shows 33,073 ordinary shares beneficially owned following the reported transaction.

What was the exercise price of the option exercised?

The exercise price of the option is reported as EUR 1.16392.

Were the securities previously held indirectly?

Yes. The filing states the securities were previously held indirectly through LouFre Management B.V. for the reporting person’s benefit.

When was the Form 4 signed and filed?

The signature on the Form 4 is dated 09/04/2025.
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