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SCHEDULE 13D/A 0001818893 XXXXXXXX LIVE 5 Ordinary Shares, nominal value Euro 0.12 per share 12/02/2025 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 5376356 0 5376356 5376356 N 4.7 PN 0001950105 N Bain Capital Life Sciences Opportunities III, LP WC N DE 0 1257141 0 1257141 1257141 N 1.1 PN 0001773187 N Bain Capital Life Sciences Fund II, L.P. WC N E9 0 89142 0 89142 89142 N 0.1 PN 0001818893 N BCLS II Investco, LP WC N DE 0 297557 0 297557 297557 N 0.3 PN 0001814474 N BCLS II Equity Opportunities, LP WC N DE 0 375512 0 375512 375512 N 0.3 PN 0001702921 N BCIP Life Sciences Associates, LP WC N DE 0 10857 0 10857 10857 N 0.01 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. 5 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, Amendment No. 3 filed on December 17, 2024, and Amendment No. 4 filed on November 7, 2025 (the "Initial Statement" and, as further amended by this Amendment No. 5, the "Schedule 13D"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Initial Statement. 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. See Item 5(a) hereof. 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. 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 12/04/2025 Bain Capital Life Sciences Opportunities III, LP /s/ Adam Koppel Adam Koppel, Partner of Bain Capital Life Sciences Investors, LLC 12/04/2025 Bain Capital Life Sciences Fund II, L.P. /s/ Adam Koppel Adam Koppel, Partner of Bain Capital Life Sciences Investors, LLC 12/04/2025 BCLS II Investco, LP /s/ Adam Koppel Adam Koppel, Partner of Bain Capital Life Sciences Investors, LLC 12/04/2025 BCLS II Equity Opportunities, LP /s/ Adam Koppel Adam Koppel, Partner of Bain Capital Life Sciences Investors, LLC 12/04/2025 BCIP Life Sciences Associates, LP /s/ Adam Koppel Adam Koppel, Authorized Signatory of Boylston Coinvestors, LLC 12/04/2025