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Kling Douglas F's Form 4 filing

NewAmsterdam Pharma Co N.V.NAMS · filed Mar 28, 2025

Accession no.
0000950170-25-046943
Filed
Mar 28, 2025
Trade date
Mar 26, 2025
Filing delay
2 days
Rule 10b5-1 plan
Not checked

This filing lists 2 non-derivative transactions and 2 derivative transactions. It was filed 2 days after the trade.

Reporting owners

A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.

Reporting owners on this filing
OwnerRelationship to the company
Kling Douglas FCIK 0001699022Officer (Chief Operating Officer)

Non-derivative securities (Table I)

Acquisitions and disposals of common stock and similar shares, one row per line on the filing.

Non-derivative transactions
Trade dateSecurityTransactionSharesPriceValueShares afterOwnershipFlags
Mar 26, 2025Ordinary SharesMOption exerciseAcquired+16,539$0.00$060,539Direct
Mar 26, 2025Ordinary SharesSSaleDisposed−16,539–F1–44,000Direct

Derivative securities (Table II)

Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.

Derivative transactions
Trade dateSecurityTransactionUnderlying sharesUnit priceValueHeld afterOwnershipFlags
Mar 26, 2025Ordinary SharesAGrant or awardAcquired+16,539–F4–16,539Direct
Mar 26, 2025Ordinary SharesMOption exerciseDisposed−16,539–F4–0Direct

Footnotes and remarks

Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.

F1

These shares were sold in multiple transactions at a price ranging from $22.75 to $23.20 per share. A portion of the ordinary shares were sold to satisfy tax withholding obligations arising upon the vesting of the restricted stock units ("RSUs"). The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities Exchange Comission, upon request, full information regarding the number of shares sold in each transaction.

Referenced by the price of 1 transaction in Table I.

F4

The RSUs were granted on March 26, 2025 as earnout RSUs pursuant to the business combination agreement, dated as of July 25, 2022, by and among the issuer, Frazier Lifesicences Acquisition Corporation, NewAmsterdam Pharma Holding B.V., and NewAmsterdam Pharma Investment Corporation (the "BCA"). The BCA provided that certain optionholders would receive RSUs of the issuer, determined in accordance with a formula set forth in the BCA and for no additional consideration, if a certain clinical development milestone was achieved within five years of the Closing Date. The Reporting Person's right to receive the earnout RSUs became fixed and irrevocable on the Closing Date.

Referenced by the price of 2 transactions in Table II.

Read the full filing on SEC EDGAR (opens in a new tab)