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

Rhea-AI Filing Summary

Form 4 filed for James N. Topper, Director of NewAmsterdam Pharma Co. N.V. (NAMSW). The filing reports a securities transaction dated 08/11/2025 and the reporter's related indirect holdings.

On 08/11/2025 the Form 4 shows a transaction with code P reporting the acquisition of 471 ordinary shares at a weighted average price of $23.9787. The filing also discloses indirect holdings of 3,026,604 shares held by Frazier Life Sciences X, L.P. and 3,801,000 shares held by Frazier Lifesciences Sponsor LLC. Footnotes state the purchased shares were bought at prices ranging from $23.91 to $24.00 and include disclaimers that the reporting person disclaims beneficial ownership except to the extent of his pecuniary interest. The form is signed by an attorney-in-fact dated 08/13/2025.

Insights

Financial Analyst

TL;DR: Small direct purchase reported alongside large indirect holdings via affiliated entities; transaction is factual but limited in direct economic detail.

The Form 4 records a direct acquisition of 471 ordinary shares on 08/11/2025 at a weighted average price of $23.9787. More material in scale are the disclosed indirect positions: 3,026,604 shares held by Frazier Life Sciences X, L.P. and 3,801,000 shares held by Frazier Lifesciences Sponsor LLC. Footnotes explicitly describe entity relationships and a disclaimer of beneficial ownership except for any pecuniary interest. For investors, the filing documents ownership structure and a modest direct purchase; it does not provide further economic terms or changes to outstanding dilution or option positions.

Corporate Governance Expert

TL;DR: The filing emphasizes related-party ownership and standard disclaimers; transparency is adequate but direct control is limited by disclaimers.

The submission discloses the reporting person as a director and outlines the chain of ownership: general partner and managing member relationships among FHMLS X entities and the sponsor LLC. Footnotes (2) and (3) state the reporter "disclaims beneficial ownership" of the large indirect holdings except to the extent of pecuniary interest, which is a typical governance disclosure. The Form 4 provides clear identification of affiliated holders and purchase pricing ranges, supporting ownership transparency without revealing additional governance actions or transfers.

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

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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^*

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)
08/11/2025

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	08/11/2025		P		471	A	$23.9787(1)	3,026,604	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 $23.91 to $24.00. 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	08/13/2025
	** 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 James N. Topper report on Form 4 for NAMSW?

The Form 4 reports a transaction dated 08/11/2025 showing the acquisition of 471 ordinary shares at a weighted average price of $23.9787.

How many shares does the Form 4 show as indirectly held and by which entities?

The filing discloses 3,026,604 shares held by Frazier Life Sciences X, L.P. and 3,801,000 shares held by Frazier Lifesciences Sponsor LLC.

What price range is disclosed for the shares purchased by the reporting person?

Footnote (1) states the shares were purchased at prices ranging from $23.91 to $24.00, with the weighted average reported as $23.9787.

Does James N. Topper claim beneficial ownership of the indirect holdings?

Footnotes (2) and (3) state the reporting person disclaims beneficial ownership of those securities except to the extent of his pecuniary interest.

When was the Form 4 signed and filed?

The signature block shows the form was signed by an attorney-in-fact on 08/13/2025.