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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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SCHEDULE 13D/A 0001818893 XXXXXXXX LIVE 4 Ordinary Shares, nominal value Euro 0.12 per share 11/05/2025 false 0001936258 N62509109 NewAmsterdam Pharma Company N.V. Gooimeer 2-35 Naarden P7 1411 DC Bain Capital Life Sciences 617-516-2000 200 Clarendon Street Boston MA 02116 0001952107 N BCLS Fund III Investments, LP WC N DE 0 11422504 0 11422504 11422504 N 9.99 PN 0001950105 N Bain Capital Life Sciences Opportunities III, LP WC N DE 0 11422504 0 11422504 11422504 N 9.99 PN 0001773187 N Bain Capital Life Sciences Fund II, L.P. WC N E9 0 11422504 0 11422504 11422504 N 9.99 PN 0001818893 N BCLS II Investco, LP WC N DE 0 11422504 0 11422504 11422504 N 9.99 PN 0001814474 N BCLS II Equity Opportunities, LP WC N DE 0 11422504 0 11422504 11422504 N 9.99 PN 0001702921 N BCIP Life Sciences Associates, LP WC N DE 0 11422504 0 11422504 11422504 N 9.99 PN Ordinary Shares, nominal value Euro 0.12 per share NewAmsterdam Pharma Company N.V. Gooimeer 2-35 Naarden P7 1411 DC This Amendment No. 4 to Schedule 13D relates to the Ordinary Shares, nominal value Euro 0.12 per share (the "Ordinary Shares"), of NewAmsterdam Pharma Company N.V., a public limited liability company incorporated in the Netherlands (the "Issuer"), and amends the initial statements on Schedule 13D filed by the Reporting Persons on December 2, 2022, as amended by Amendment No. 1 filed on June 13, 2023, Amendment No. 2 filed on March 1, 2024, and Amendment No. 3 filed on December 17, 2024 (the "Initial Statement" and, as further amended by this Amdendment No. 4, the "Schedule 13D"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Initial Statement. Item 4 of the Initial Statement is hereby amended and supplemented to add the following: Nicholas Downing resigned from the Issuer's Board of Directors and its committees, effective as of November 5, 2025. 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, (i) BCLS Fund III directly holds 5,376,356 Ordinary Shares; (ii) BCLS Fund II Opportunities directly holds a Pre-Funded Warrant to purchase 1,257,141 Ordinary Shares; (iii) BCLS Fund II directly holds 267,429 Ordinary Shares and a Warrant to purchase 89,143 Ordinary Shares; (iv) BCLS II Investco directly holds 4,797,557 Ordinary Shares; (v) BCLS Fund II Opportunities directly holds a Pre-Funded Warrant to purchase 375,512 Ordinary Shares; and (vi) BCIPLS directly holds 32,571 Ordinary Shares and a Warrant to purchase 10,857 Ordinary Shares. As a result of the Beneficial Ownership Blocker (as defined below), BCLS Fund III Opportunities and BCLS Fund II Opportunities are precluded from exercising Pre-Funded Warrants to the extent that the Reporting Persons would, after such exercise, collectively beneficially own in excess of 9.99% of the outstanding Ordinary Shares. Accordingly, pursuant to Rule 13d-3 of the Act and the relationships described in Item 2 of this Schedule 13D, the Reporting Persons may be deemed to collectively beneficially own 9.99% of the outstanding Ordinary Shares, representing 11,422,504 Ordinary Shares as of the date hereof. 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) 848,591 Ordinary Shares issuable upon the exercise of Pre-Funded Warrants held by the Reporting Persons, which reflects the Beneficial Ownership Blocker. See Item 5(a) hereof. None 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. Not applicable. BCLS Fund III Investments, LP /s/ Adam Koppel Adam Koppel, Partner of Bain Capital Life Sciences Investors, LLC 11/07/2025 Bain Capital Life Sciences Opportunities III, LP /s/ Adam Koppel Adam Koppel, Partner of Bain Capital Life Sciences Investors, LLC 11/07/2025 Bain Capital Life Sciences Fund II, L.P. /s/ Adam Koppel Adam Koppel, Partner of Bain Capital Life Sciences Investors, LLC 11/07/2025 BCLS II Investco, LP /s/ Adam Koppel Adam Koppel, Partner of Bain Capital Life Sciences Investors, LLC 11/07/2025 BCLS II Equity Opportunities, LP /s/ Adam Koppel Adam Koppel, Partner of Bain Capital Life Sciences Investors, LLC 11/07/2025 BCIP Life Sciences Associates, LP /s/ Adam Koppel Adam Koppel, Authorized Signatory of Boylston Coinvestors, LLC 11/07/2025