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SCHEDULE 13D/A 0001790879 XXXXXXXX LIVE 5 Ordinary Shares, nominal value EUR0.12 per share 08/18/2025 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 7327937.00 0.00 7327937.00 7327937.00 N 6.5 PN The Aggregate Amount represents (i) 6,827,604 Ordinary Shares and (ii) 500,333 Ordinary Shares that are issuable upon the exercise of warrants, each to acquire one Ordinary Share ("Warrants"). The Percent of Class is calculated based on (i) 112,628,458 shares 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 Aggregate Amount consists of (i) 3,801,000 Ordinary Shares and (ii) 167,000 Ordinary Shares that are issuable upon the exercise of Warrants. The Percent of Class listed in row 13 is calculated based on (i) 112,628,458 shares 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 7327937.00 0.00 7327937.00 7327937.00 N 6.5 PN The Aggregate Amount represents (i) 6,827,604 Ordinary Shares and (ii) 500,333 167,000 Ordinary Shares that are issuable upon the exercise of warrants, each to acquire one Ordinary Share ("Warrants"). The Percent of Class is calculated based on (i) 112,628,458 shares 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 7327937.00 0.00 7327937.00 7327937.00 N 6.5 OO The Aggregate Amount represents (i) 6,827,604 Ordinary Shares and (ii) 500,333 167,000 Ordinary Shares that are issuable upon the exercise of warrants, each to acquire one Ordinary Share ("Warrants"). The Percent of Class is calculated based on (i) 112,628,458 shares 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 5587957.00 0.00 5587957.00 5587957.00 N 5.0 The Percent of Class is calculated based on 112,628,458 shares 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 5587957.00 0.00 5587957.00 5587957.00 N 5.0 PN The Percent of Class is calculated based on 112,628,458 shares 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 5587957.00 0.00 5587957.00 5587957.00 N 5.0 OO The Percent of Class is calculated based on 112,628,458 shares 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. 0001913804 N Frazier Life Sciences Public Overage Fund, L.P. b WC N DE 0.00 2975757.00 0.00 2975757.00 2975757.00 N 2.6 PN The Percent of Class is calculated based on 112,628,458 shares 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. 0001963247 N FHMLSP Overage, L.P. b AF N DE 0.00 2975757.00 0.00 2975757.00 2975757.00 N 2.6 PN The Percent of Class is calculated based on 112,628,458 shares 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. 0001963248 N FHMLSP Overage, L.L.C. b AF N DE 0.00 2975757.00 0.00 2975757.00 2975757.00 N 2.6 OO The Percent of Class is calculated based on 112,628,458 shares 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 1174815.00 0.00 1174815.00 1174815.00 N 1.0 PN The Percent of Class is calculated based on 112,628,458 shares 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 1174815.00 0.00 1174815.00 1174815.00 N 1.0 PN The Percent of Class is calculated based on 112,628,458 shares 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 1174815.00 0.00 1174815.00 1174815.00 N 1.0 OO The Percent of Class is calculated based on 112,628,458 shares 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 59647.00 0.00 59647.00 59647.00 N 0.1 PN The Percent of Class is calculated based on 112,628,458 shares 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 59647.00 0.00 59647.00 59647.00 N 0.1 PN The Percent of Class is calculated based on 112,628,458 shares 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 59647.00 0.00 59647.00 59647.00 N 0.1 OO The Percent of Class is calculated based on 112,628,458 shares 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 7327937.00 0.00 7327937.00 7327937.00 N 6.5 IN The Aggregate Amount represents (i) 6,827,604 Ordinary Shares and (ii) 500,333 Ordinary Shares that are issuable upon the exercise of warrants, each to acquire one Ordinary Share ("Warrants"). The Percent of Class is calculated based on (i) 112,628,458 shares 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. 0001365617 N Patrick J. Heron b AF N X1 0.00 7327937.00 0.00 7327937.00 7327937.00 N 6.5 IN The Aggregate Amount represents (i) 6,827,604 Ordinary Shares and (ii) 500,333 Ordinary Shares that are issuable upon the exercise of warrants, each to acquire one Ordinary Share ("Warrants"). The Percent of Class is calculated based on (i) 112,628,458 shares 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. 0001397906 N Albert Cha b AF N X1 0.00 0.00 0.00 0.00 0.00 N 0.0 IN 0001865123 N James Brush b AF N X1 0.00 0.00 0.00 0.00 0.00 N 0.0 IN 0001702527 N Daniel Estes b AF N X1 0.00 0.00 0.00 0.00 0.00 N 0.0 IN Ordinary Shares, nominal value EUR0.12 per share NEWAMSTERDAM PHARMA COMPANY N.V. Gooimeer 2-35, 1411 Naarden P7 1411 DC This Amendment No. 5 ("Amendment No. 5") 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 and December 17, 2024 (the "Prior Amendments", and together with the Original Schedule 13D and this Amendment No. 5, the "Schedule 13D"). Except as otherwise specified in this Amendment No. 5, all items in the Original Schedule 13D, as amended by the Prior Amendments, are unchanged. All capitalized terms used in this Amendment No. 5 and not otherwise defined herein have the meanings ascribed to such terms in the Original Schedule 13D, as amended by the Prior Amendments. Item 3 of the Schedule 13D is hereby amended to incorporate Item 5(c) hereof and the following at the end thereof: The working capital of FLS X, Sponsor, FLSPF, FLSPOF, 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 3,026,604 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 5,587,957 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, and this Schedule 13D corrects any previous attribution to, and overstatement of beneficial ownership by, such members as reflected in any prior Statements. FLSPOF directly holds 2,975,757 Ordinary Shares (the "FLSPOF Shares"). FHMLSP Overage, L.P. is the general partner of FLSPOF and the general partner of FHMLSP Overage, L.P. is FHMLSP Overage, 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 FLSPOF, and this Schedule 13D corrects any previous attribution to, and overstatement of beneficial ownership by, such members as reflected in any prior Statements. FLS XI directly holds 1,174,815 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, and this Schedule 13D corrects any previous attribution to, and overstatement of beneficial ownership by, such members as reflected in any prior Statements. FLS XII directly holds 59,647 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) 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. 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. No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the FLS X Shares, the Sponsor Shares, the FLSPF Shares, the FLSPOF Shares, the FLS XI Shares and the FLS XII Shares beneficially owned by any of the Reporting Persons. Not applicable. 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. 08/20/2025 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 08/20/2025 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. 08/20/2025 FHMLS X, L.L.C. /s/ Steve R. Bailey By Steve R. Bailey, CFO of FHMLS X, L.L.C. 08/20/2025 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. 08/20/2025 FHMLSP, L.P. /s/ Steve R. Bailey Steve R. Bailey, CFO of FHMLSP, L.L.C., GP of FHMLSP, L.P. 08/20/2025 FHMLSP, L.L.C. /s/ Steve R. Bailey By Steve R. Bailey, CFO of FHMLSP, L.L.C. 08/20/2025 Frazier Life Sciences Public Overage Fund, L.P. /s/ Steve R. Bailey By Steve R. Bailey, CFO of FHMLSP Overage, L.L.C., GP of FHMLSP Overage, L.P., GP of Frazier Life Sciences Public Overage Fund, L.P. 08/20/2025 FHMLSP Overage, L.P. /s/ Steve R. Bailey By Steve R. Bailey, CFO of FHMLSP Overage, L.L.C., GP of FHMLSP Overage, L.P. 08/20/2025 FHMLSP Overage, L.L.C. /s/ Steve R. Bailey By Steve R. Bailey, CFO of FHMLSP Overage, L.L.C. 08/20/2025 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. 08/20/2025 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. 08/20/2025 FHMLS XI, L.L.C. /s/ Steve R. Bailey By Steve R. Bailey, CFO of FHMLS XI, L.L.C. 08/20/2025 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. 08/20/2025 FHMLS XII, L.P. /s/ Gordon Empey By Gordon Empey, General Counsel of FHMLS XII, L.L.C., GP of FHMLS XII, L.P. 08/20/2025 FHMLS XII, L.L.C. /s/ Gordon Empey By Gordon Empey, General Counsel of FHMLS XII, L.L.C. 08/20/2025 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 08/20/2025 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 08/20/2025 Albert Cha /s/ Steve R. Bailey By Steve R. Bailey, Attorney-in-Fact for Albert Cha, pursuant to a Power of Attorney, a copy of which was filed with the SEC on August 16, 2021 08/20/2025 James Brush /s/ Steve R. Bailey By Steve R. Bailey, Attorney-in-Fact for James Brush, pursuant to a Power of Attorney, a copy of which was filed with the SEC on August 16, 2021 08/20/2025 Daniel Estes /s/ Steve R. Bailey By Steve R. Bailey, Attorney-in-Fact for Daniel Estes, pursuant to a Power of Attorney, a copy of which was filed with the SEC on April 18, 2022 08/20/2025