4//SEC Filing
Davidson Michael H. 4
Accession 0000950170-25-046934
CIK 0001936258other
Filed
Mar 27, 8:00 PM ET
Accepted
Mar 28, 5:15 PM ET
Size
13.4 KB
Accession
0000950170-25-046934
Insider Transaction Report
Form 4
Davidson Michael H.
DirectorChief Executive Officer
Transactions
- Exercise/Conversion
Restricted Stock Unit
2025-03-26−38,394→ 0 total→ Ordinary Shares (38,394 underlying) - Award
Ordinary Shares
2025-03-26+30,992→ 364,305 total - Exercise/Conversion
Ordinary Shares
2025-03-26+38,394→ 402,699 total - Sale
Ordinary Shares
2025-03-26−12,258→ 390,441 total - Award
Restricted Stock Unit
2025-03-26+38,394→ 38,394 total→ Ordinary Shares (38,394 underlying)
Footnotes (6)
- [F1]Reflects ordinary shares issued to the Reporting Person on March 26, 2025 as earnout shares 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 shareholders would receive additional ordinary shares 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 November 22, 2022, the date of closing under the BCA (the "Closing Date"). The Reporting Person's right to receive the earnout shares became fixed and irrevocable on the Closing Date.
- [F2]Ordinary shares sold to satisfy tax withholding obligation arising upon the vesting of restricted stock units ("RSUs").
- [F3]These shares were sold in multiple transactions at a price ranging from $22.88 to $23.22 per share. 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.
- [F4]Each RSU represents a contingent right to receive one ordinary share.
- [F5]Upon grant, all of the RSUs were fully-vested.
- [F6]The RSUs were granted on March 26, 2025 as earnout RSUs pursuant to 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.
Documents
Issuer
NewAmsterdam Pharma Co N.V.
CIK 0001936258
Entity typeother
Related Parties
1- filerCIK 0001573785
Filing Metadata
- Form type
- 4
- Filed
- Mar 27, 8:00 PM ET
- Accepted
- Mar 28, 5:15 PM ET
- Size
- 13.4 KB