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SCHEDULE 13D/A 0001790879 XXXXXXXX LIVE 6 Ordinary Shares, nominal value EUR0.12 per share 11/01/2025 false 0001936258 N62509109 NEWAMSTERDAM PHARMA COMPANY N.V. Gooimeer 2-35, 1411 Naarden P7 1411 DC Steve R. Bailey (206) 621-7200 601 Union Street, Suite 3200 Seattle WA 98101 0001790879 N Frazier Life Sciences X, L.P. b WC N DE 0.00 7329857.00 0.00 7329857.00 7329857.00 N 6.5 PN 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) 112,628,458 Ordinary Shares that were outstanding as of July 31, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 6, 2025, as increased by (ii) 500,333 Ordinary Shares issuable upon the exercise of Warrants. 0001828906 N Frazier Lifesciences Sponsor LLC b WC N E9 0.00 3968000.00 0.00 3968000.00 3968000.00 N 3.5 OO 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) 112,628,458 Ordinary Shares that were outstanding as of July 31, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 6, 2025, as increased by (ii) 167,000 Ordinary Shares that are issuable upon the exercise of Warrants. 0001790880 N FHMLS X, L.P. b AF N DE 0.00 7329857.00 0.00 7329857.00 7329857.00 N 6.5 PN 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) 112,628,458 Ordinary Shares that were outstanding as of July 31, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 6, 2025, as increased by (ii) 500,333 Ordinary Shares issuable upon the exercise of Warrants. 0001790811 N FHMLS X, L.L.C. b AF N DE 0.00 7329857.00 0.00 7329857.00 7329857.00 N 6.5 OO 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) 112,628,458 Ordinary Shares that were outstanding as of July 31, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 6, 2025, as increased by (ii) 500,333 Ordinary Shares issuable upon the exercise of Warrants. 0001863769 N Frazier Life Sciences Public Fund, L.P. b WC N DE 0.00 8623939.00 0.00 8623939.00 8623939.00 N 7.7 PN The shares listed in rows 8, 10 and 11 include Ordinary Shares that were acquired from Frazier Life Sciences Public Overage Fund, L.P. pursuant to a merger between Frazier Life Sciences Public Overage Fund, L.P. and Frazier Life Sciences Public Fund, L.P. The percentage listed in row 13 is calculated based on 112,628,458 Ordinary Shares that were outstanding as of July 31, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 6, 2025. 0001879466 N FHMLSP, L.P. b AF N DE 0.00 8623939.00 0.00 8623939.00 8623939.00 N 7.7 PN The shares listed in rows 8, 10 and 11 include Ordinary Shares that were acquired from Frazier Life Sciences Public Overage Fund, L.P. pursuant to a merger between Frazier Life Sciences Public Overage Fund, L.P. and Frazier Life Sciences Public Fund, L.P. The percentage listed in row 13 is calculated based on 112,628,458 Ordinary Shares that were outstanding as of July 31, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 6, 2025. 0001879465 N FHMLSP, L.L.C. b AF N DE 0.00 8623939.00 0.00 8623939.00 8623939.00 N 7.7 OO The shares listed in rows 8, 10 and 11 include Ordinary Shares that were acquired from Frazier Life Sciences Public Overage Fund, L.P. pursuant to a merger between Frazier Life Sciences Public Overage Fund, L.P. and Frazier Life Sciences Public Fund, L.P. The percentage listed in row 13 is calculated based on 112,628,458 Ordinary Shares that were outstanding as of July 31, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 6, 2025. 0001911592 N Frazier Life Sciences XI, L.P. b WC N DE 0.00 1179926.00 0.00 1179926.00 1179926.00 N 1.0 PN The percentage listed in row 13 is calculated based on 112,628,458 Ordinary Shares that were outstanding as of July 31, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 6, 2025. 0001911580 N FHMLS XI, L.P. b AF N DE 0.00 1179926.00 0.00 1179926.00 1179926.00 N 1.0 PN The percentage listed in row 13 is calculated based on 112,628,458 Ordinary Shares that were outstanding as of July 31, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 6, 2025. 0001911623 N FHMLS XI, L.L.C. b AF N DE 0.00 1179926.00 0.00 1179926.00 1179926.00 N 1.0 OO The percentage listed in row 13 is calculated based on 112,628,458 Ordinary Shares that were outstanding as of July 31, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 6, 2025. 0002052255 N Frazier Life Sciences XII, L.P. b WC N DE 0.00 68567.00 0.00 68567.00 68567.00 N 0.1 PN The percentage listed in row 13 is calculated based on 112,628,458 Ordinary Shares that were outstanding as of July 31, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 6, 2025. 0002052246 N FHMLS XII, L.P. b AF N DE 0.00 68567.00 0.00 68567.00 68567.00 N 0.1 PN The percentage listed in row 13 is calculated based on 112,628,458 Ordinary Shares that were outstanding as of July 31, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 6, 2025. 0002052177 N FHMLS XII, L.L.C. b AF N DE 0.00 68567.00 0.00 68567.00 68567.00 N 0.1 OO The percentage listed in row 13 is calculated based on 112,628,458 Ordinary Shares that were outstanding as of July 31, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 6, 2025. 0001341382 N James N. Topper b AF N X1 0.00 7329857.00 0.00 7329857.00 7329857.00 N 6.5 IN 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) 112,628,458 Ordinary Shares that were outstanding as of July 31, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 6, 2025, 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. 0001365617 N Patrick J. Heron b AF N X1 0.00 7329857.00 0.00 7329857.00 7329857.00 N 6.5 IN 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) 112,628,458 Ordinary Shares that were outstanding as of July 31, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 6, 2025, 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. Ordinary Shares, nominal value EUR0.12 per share NEWAMSTERDAM PHARMA COMPANY N.V. Gooimeer 2-35, 1411 Naarden P7 1411 DC This Amendment No. 6 ("Amendment No. 6") to Schedule 13D amends the statement on Schedule 13D filed on December 2, 2022 (the "Original Schedule 13D") as amended on June 7, 2023, August 15, 2023, February 21, 2024, December 17, 2024 and August 20, 2025 (the "Prior Amendments", and together with the Original Schedule 13D and this Amendment No. 6, the "Schedule 13D"). Except as otherwise specified in this Amendment No. 6, all items in the Original Schedule 13D, as amended by the Prior Amendments, are unchanged. All capitalized terms used in this Amendment No. 6 and not otherwise defined herein have the meanings ascribed to such terms in the Original Schedule 13D, as amended by the Prior Amendments. The entities and persons filing this statement (collectively, the "Reporting Persons") are: Frazier Life Sciences X, L.P. ("FLS X") Frazier Lifesciences Sponsor LLC ("Sponsor") FHMLS X, L.P. FHMLS X, L.L.C. Frazier Life Sciences Public Fund, L.P. ("FLSPF") FHMLSP, L.P. FHMLSP, L.L.C. Frazier Life Sciences XI, L.P. ("FLS XI") FHMLS XI, L.P. FHMLS XI, L.L.C. Frazier Life Sciences XI, L.P. ("FLS XII") FHMLS XII, L.P. FHMLS XII, L.L.C. James N. Topper ("Topper") Patrick J. Heron ("Heron" and together with Topper, the "Members") The address of the principal place of business for each of the Reporting Persons is: c/o Frazier Life Sciences Management, L.P. 70 Willow Road, Suite 200 Menlo Park, CA 94025 Item 2(c) is hereby amended and restated in its entirety to read as follows: The Sponsor's principal business is to act as the sponsor of Frazier Lifesciences Acquisition Corporation, the Issuer's predecessor ("FLAC"), in connection with the initial public offering ("IPO") of FLAC and the Business Combination (as defined below). FLS X, FLS XI, FLSPF and FLS XII are venture capital funds concentrating in life sciences and related fields. The sole business of FHMLS X, L.P. is to serve as general partner of FLS X. The sole business of FHMLS XI, L.L.C. is to serve as general partner of FHMLS X, L.P. The sole business of FHMLS XI, L.P. is to serve as general partner of FLS XI. The sole business of FHMLS XI, L.L.C. is to serve as general partner of FHMLS XI, L.P. The sole business of FHMLSP, L.P. is to serve as general partner of FLSPF. The sole business of FHMLSP, L.L.C. is to serve as general partner of FHMLSP, L.P. The sole business of FHMLS XII, L.P. is to serve as general partner of FLS XII. The sole business of FHMLS XII, L.L.C. is to serve as general partner FHMLS XII, L.P. The principal business of the Members is to manage FLS X, FLS XI, FLSPF, FLSOF, FHMLS X, L.P., FHMLS XI, L.P., FHMLSP, L.P., FHMLSP Overage, L.P., FHMLS X, L.L.C., FHMLS XI, L.L.C., FHMLSP, L.L.C., FHMLS XII, L.L.C., and a number of affiliated partnerships with similar businesses. FLS X is also the sole member of the Sponsor and Mr. Topper serves as a manager of the Sponsor. Item 3 of the Schedule 13D is hereby amended to incorporate Item 5(c) hereof and to replace the last paragraph with the following: The working capital of FLS X, Sponsor, FLSPF, FLS XI and FLS XII was the source of the funds for their respective purchases reported on Exhibit 10.1. No part of the purchase price for such purchases was represented by funds or other consideration borrowed or otherwise obtained for the purpose of such acquisitions. The information contained in Rows 7, 8, 9, 10, 11, and 13 of each Reporting Person's cover page to this Schedule 13D (including the footnotes thereto) is incorporated by reference into this Item 5. FLS X directly holds 3,028,524 Ordinary Shares and 333,333 warrants ("Warrants") to acquire an equivalent number of Ordinary Shares (collectively, the "FLS X Shares"). FHMLS X, L.P. is the general partner of FLS X and FHMLS X, L.L.C. is the general partner of FHMLS X, L.P. Heron and Topper are the members of FHMLS X, L.L.C. and therefore share voting and investment power over the FLS X Shares. Sponsor directly holds 3,801,000 Ordinary Shares and 167,000 Warrants (the "Sponsor Shares"). FLS X is the sole member of Sponsor. FHMLS X, L.P. is the general partner of FLS X and FHMLS X, L.L.C. is the general partner of FHMLS X, L.P. Heron and Topper are the members of FHMLS X, L.L.C. and therefore share voting and investment power over the Sponsor Shares. FLSPF directly holds 8,623,939 Ordinary Shares (the "FLSPF Shares"). FHMLSP, L.P. is the general partner of FLSPF and the general partner of FHMLSP, L.P. is FHMLSP, L.L.C., which is managed by an investment committee of four that acts by majority vote. Accordingly, no members of such committee are attributed beneficial ownership of the securities directly held by FLSPF. FLS XI directly holds 1,179,926 Ordinary Shares (the "FLS XI Shares"). FHMLS XI, L.P. is the general partner of FLS XI and the general partner of FHMLS XI, L.P. is FHMLS XI, L.L.C., which is managed by an investment committee of three that acts by majority vote. Accordingly, no members of such committee are attributed beneficial ownership of the securities directly held by FLS XI. FLS XII directly holds 68,567 Ordinary Shares (the "FLS XII Shares"). FHMLS XII, L.P. is the general partner of FLS XII and the general partner of FHMLS XII, L.P. is FHMLS XII, L.L.C., which is managed by an investment committee of three that acts by majority vote. Accordingly, no members of such committee are attributed beneficial ownership of the securities directly held by FLS XII. Except as specifically stated herein, the filing of this Schedule 13D shall not be construed as an admission that any Reporting Person or any of the foregoing is, for the purposes of Section 13(d) and/or Section 13(g). Except as set forth on Exhibit 10.1 of this Schedule 13D, none of the Reporting Persons has effected any transactions relating to the Ordinary Shares during the past 60 days. Item 4 is hereby amended to remove references to the "FLSPOF Shares". On November 1, 2025, FLSPF and Frazier Life Sciences Public Overage Fund, L.P. ("FLSPOF") entered into a merger agreement, which resulted in FLSPOF merging with and into FLSPF. As a result of the merger, (i) FLSPF acquired 2,989,476 Ordinary Shares of the Issuer from FLSPOF and (ii) FLSPOF, FHMLSP Overage, L.P., FHMLSP Overage, L.L.C. ceased being Reporting Persons under the Schedule 13D. Exhibit 10.1 Transactions Relating to the Ordinary Shares of the Issuer During the Past Sixty (60) Days Exhibit 99.1 Joint Filing Agreement Frazier Life Sciences X, L.P. /s/ Steve R. Bailey By Steve R. Bailey, CFO of FHMLS X, L.L.C., GP of FHMLS X, L.P., GP of Frazier Life Sciences X, L.P. 11/04/2025 Frazier Lifesciences Sponsor LLC /s/ Steve R. Bailey By Steve R. Bailey, 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 11/04/2025 FHMLS X, L.P. /s/ Steve R. Bailey By Steve R. Bailey, CFO of FHMLS X, L.L.C., GP of FHMLS X, L.P. 11/04/2025 FHMLS X, L.L.C. /s/ Steve R. Bailey By Steve R. Bailey, CFO of FHMLS X, L.L.C. 11/04/2025 Frazier Life Sciences Public Fund, L.P. /s/ Steve R. Bailey Steve R. Bailey, CFO of FHMLSP, L.L.C., GP of FHMLSP, L.P., GP of Frazier Life Sciences Public Fund, L.P. 11/04/2025 FHMLSP, L.P. /s/ Steve R. Bailey Steve R. Bailey, CFO of FHMLSP, L.L.C., GP of FHMLSP, L.P. 11/04/2025 FHMLSP, L.L.C. /s/ Steve R. Bailey By Steve R. Bailey, CFO of FHMLSP, L.L.C. 11/04/2025 Frazier Life Sciences XI, L.P. /s/ Steve R. Bailey By Steve R. Bailey, CFO of FHMLS XI, L.L.C., GP of FHMLS XI, L.P., GP of Frazier Life Sciences XI, L.P. 11/04/2025 FHMLS XI, L.P. /s/ Steve R. Bailey By Steve R. Bailey, CFO of FHMLS XI, L.L.C., GP of FHMLS XI, L.P. 11/04/2025 FHMLS XI, L.L.C. /s/ Steve R. Bailey By Steve R. Bailey, CFO of FHMLS XI, L.L.C. 11/04/2025 Frazier Life Sciences XII, L.P. /s/ Gordon Empey By Gordon Empey, General Counsel of FHMLS XII, L.L.C., GP of FHMLS XII, L.P., GP of Frazier Life Sciences XII, L.P. 11/04/2025 FHMLS XII, L.P. /s/ Gordon Empey By Gordon Empey, General Counsel of FHMLS XII, L.L.C., GP of FHMLS XII, L.P. 11/04/2025 FHMLS XII, L.L.C. /s/ Gordon Empey By Gordon Empey, General Counsel of FHMLS XII, L.L.C. 11/04/2025 James N. Topper /s/ Steve R. Bailey By Steve R. Bailey, Attorney-in-Fact for James N. Topper, pursuant to a Power of Attorney, a copy of which was filed with the SEC on July 31, 2017 11/04/2025 Patrick J. Heron /s/ Steve R. Bailey By Steve R. Bailey, Attorney-in-Fact for Patrick J. Heron, pursuant to a Power of Attorney, a copy of which was filed with the SEC on July 31, 2017 11/04/2025