13D Filings
NewAmsterdam Pharma Company N.V.
NAMS
Amendment
Ownership

4.70%

Total Shares

5,376,356

Issuer CIK

1936258

CUSIP

N62509109

Event Date

Dec 1, 2025

Accepted

Dec 4, 2025, 04:30 PM

Reporting Persons (6)
NameType% of ClassAggregateSole VotingShared Voting
BCLS Fund III Investments, LP
Partnership
4.70%5,376,35605,376,356
Bain Capital Life Sciences Opportunities III, LP
Partnership
1.10%1,257,14101,257,141
BCLS II Investco, LP
Partnership
0.30%297,5570297,557
BCLS II Equity Opportunities, LP
Partnership
0.30%375,5120375,512
Bain Capital Life Sciences Fund II, L.P.
Partnership
0.10%89,142089,142
BCIP Life Sciences Associates, LP
Partnership
0.01%10,857010,857
Disclosure Items (2)

Security Title

Ordinary Shares, nominal value Euro 0.12 per share

Issuer Name

NewAmsterdam Pharma Company N.V.

Issuer Address

Gooimeer 2-35, Naarden, P7, 1411 DC

Percentage of Class

Item 5 of the Initial Statement is hereby amended and restated as follows: The information set forth in Items 2, 3 and 6 and on the cover pages of this Schedule 13D is incorporated by reference in its entirety into this Item 5. As of the date hereof, after giving effect to the transactions described in Item 5(c) below, (i) BCLS Fund III directly holds 5,376,356 Ordinary Shares, representing approximately 4.7% of the outstanding Ordinary Shares; (ii) BCLS Fund III Opportunities directly holds a Pre-Funded Warrant to acquire up to 1,257,141 Ordinary Shares, representing approximately 1.1% of the outstanding Ordinary Shares; (iii) BCLS Fund II directly holds a Warrant to acquire up to 89,142 Ordinary Shares, representing approximately 0.1% of the outstanding Ordinary Shares; (iv) BCLS II Investco directly holds 297,557 Ordinary Shares, representing approximately 0.3% of the outstanding Ordinary Shares; (v) BCLS Fund II Opportunities directly holds a Pre-Funded Warrant to acquire up to 375,512 Ordinary Shares, representing approximately 0.3% of the outstanding Ordinary Shares; and (vi) BCIPLS directly holds a Warrant to acquire up to 10,857 Ordinary Shares, representing approximately 0.01% of the outstanding Ordinary Shares. As a result of the foregoing and the relationships described in Item 2(a) of this Schedule 13D, the Reporting Persons may be deemed to collectively beneficially own an aggregate of 5,673,913 Ordinary Shares, Warrants to acquire up to 99,999 Ordinary Shares and Pre-Funded Warrants to acquire up to 1,632,653 Ordinary Shares, collectively representing approximately 6.4% of the outstanding Ordinary Shares. The calculation of the beneficial ownership of the Reporting Persons is based on (i) 113,390,804 Ordinary Shares issued and outstanding as of October 31, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025, filed with the Securities and Exchange Commission on November 5, 2025, and (ii) 1,732,652 Ordinary Shares issuable upon the exercise of the Pre-Funded Warrants and Warrants held by the Reporting Persons.

Number of Shares

See Item 5(a) hereof.

Transactions

On December 2, 2025, BCLS II Investco, BCLS Fund II and BCIPLS sold 4,500,000, 267,429 and 32,571 Ordinary Shares, respectively, at a price of $35.10 per share in a privately negotiated block transaction pursuant to Rule 144 under the Securities Act of 1933, as amended, for aggregate consideration of $168.4 million.

Shareholders

Except as otherwise described in this Item 5, no one other than the Reporting Persons has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, any of the Ordinary Shares beneficially owned by the Reporting Persons as described in this Item 5.

Date of 5% Ownership

Not applicable.

NewAmsterdam Pharma Company N.V. — Schedule 13D | 13D Filings