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

1.76%

Total Shares

2,059,896

Issuer CIK

1936258

Event Date

May 11, 2026

Accepted

May 14, 2026, 07:52 PM

Reporting Persons (6)
NameType% of ClassAggregateSole VotingShared Voting
BCLS Fund III Investments, LP
Partnership
1.76%2,059,89602,059,896
Bain Capital Life Sciences Opportunities III, LP
Partnership
1.06%1,257,14101,257,141
BCLS II Equity Opportunities, LP
Partnership
0.32%375,5120375,512
BCLS II Investco, LP
Partnership
0.10%114,0170114,017
Bain Capital Life Sciences Fund II, L.P.
Partnership
0.08%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 2,059,896 Ordinary Shares, representing approximately 1.8% 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 114,017 Ordinary Shares, representing approximately 0.1% 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 2,173,913 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 3.3% of the outstanding Ordinary Shares. The calculation of the beneficial ownership of the Reporting Persons is based on (i) 116,903,979 Ordinary Shares issued and outstanding as of April 29, 2026, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, filed with the Securities and Exchange Commission on May 7, 2026, 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 May 8, 2026, BCLS Fund III and BCLS II Investco sold 284,268 and 15,732 Ordinary Shares, respectively, at a weighted average price of $38.71 per share pursuant to Rule 144 under the Securities Act of 1933, as amended (the "Securities Act"), for aggregate consideration of $11.6 million. On May 11, 2026, BCLS Fund III and BCLS II Investco sold 284,268 and 15,732 Ordinary Shares, respectively, at a weighted average price of $39.98 per share pursuant to Rule 144 under the Securities Act for aggregate consideration of $11.9 million. On May 12, 2026, BCLS Fund III and BCLS II Investco sold 2,747,924 and 152,076 Ordinary Shares, respectively, at a weighted average price of $37.22 per share pursuant tot Rule 144 under the Securities Act for aggregate consideration of $107.9 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

Following the sale of Ordinary Shares on May 12, 2026 described in Item 5(c) above, the Reporting Persons ceased to beneficially own 5% or more of the Issuer's outstanding Ordinary Shares.

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