Amendment: SEC Form SCHEDULE 13D/A filed by NewAmsterdam Pharma Company N.V.
$NAMS
Biotechnology: Pharmaceutical Preparations
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
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NewAmsterdam Pharma Company N.V. (Name of Issuer) |
Ordinary Shares, nominal value Euro 0.12 per share (Title of Class of Securities) |
N62509109 (CUSIP Number) |
Bain Capital Life Sciences 200 Clarendon Street, Boston, MA, 02116 617-516-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/02/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | N62509109 |
| 1 |
Name of reporting person
BCLS Fund III Investments, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,376,356.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | N62509109 |
| 1 |
Name of reporting person
Bain Capital Life Sciences Opportunities III, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,257,141.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | N62509109 |
| 1 |
Name of reporting person
Bain Capital Life Sciences Fund II, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
89,142.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | N62509109 |
| 1 |
Name of reporting person
BCLS II Investco, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
297,557.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | N62509109 |
| 1 |
Name of reporting person
BCLS II Equity Opportunities, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
375,512.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | N62509109 |
| 1 |
Name of reporting person
BCIP Life Sciences Associates, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
10,857.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.01 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares, nominal value Euro 0.12 per share | |
| (b) | Name of Issuer:
NewAmsterdam Pharma Company N.V. | |
| (c) | Address of Issuer's Principal Executive Offices:
Gooimeer 2-35, Naarden,
NETHERLANDS
, 1411 DC. | |
Item 1 Comment:
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. | Interest in Securities of the Issuer | |
| (a) | 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. | |
| (b) | See Item 5(a) hereof. | |
| (c) | 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. | |
| (d) | 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. | |
| (e) | Not applicable. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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