0000950170-23-073858.txt : 20231229 0000950170-23-073858.hdr.sgml : 20231229 20231229163010 ACCESSION NUMBER: 0000950170-23-073858 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20231229 FILED AS OF DATE: 20231229 DATE AS OF CHANGE: 20231229 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kooij Louise Frederika CENTRAL INDEX KEY: 0002004379 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41562 FILM NUMBER: 231528063 MAIL ADDRESS: STREET 1: C/O NEWAMSTERDAM PHARMA COMPANY N.V. STREET 2: GOOIMEER 2-35 CITY: NAARDEN STATE: P7 ZIP: 1411 DC ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NewAmsterdam Pharma Co N.V. CENTRAL INDEX KEY: 0001936258 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 000000000 STATE OF INCORPORATION: P7 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: GOOIMEER 2-35 CITY: NARRDEN STATE: P7 ZIP: 1411 DC BUSINESS PHONE: 35 206 2971 MAIL ADDRESS: STREET 1: GOOIMEER 2-35 CITY: NARRDEN STATE: P7 ZIP: 1411 DC FORMER COMPANY: FORMER CONFORMED NAME: NewAmsterdam Pharma Co B.V. DATE OF NAME CHANGE: 20220701 3 1 ownership.xml 3 X0206 3 2023-12-29 0 0001936258 NewAmsterdam Pharma Co N.V. NAMS 0002004379 Kooij Louise Frederika C/O NEWAMSTERDAM PHARMA COMPANY N.V. GOOIMEER 2-35 NAARDEN P7 1411 DC NETHERLANDS false true false false Chief Accounting Officer Option (right to buy) 11.90 2033-05-18 Ordinary Shares 50000 D Option (right to buy) 10.90 2033-01-01 Ordinary Shares 223134 D Option (right to buy) 10.00 2032-11-22 Ordinary Shares 430015 D Option (right to buy) 2031-07-06 Ordinary Shares 213073 I See footnote The option was granted on May 18, 2023. 25% of the shares underlying the option will vest on the one-year anniversary of vesting start date, with the remaining shares vesting in equal monthly installments thereafter for three years, subject to the Reporting Person's continued service through each such date. The option was granted on January 1, 2023. 25% of the shares underlying the option will vest on the one-year anniversary of vesting start date, with the remaining shares vesting in equal monthly installments thereafter for three years, subject to the Reporting Person's continued service through each such date. The option was granted on November 22, 2022. The shares underlying the option vest in equal monthly installments over four years, with the first 1/48th of such shares vesting on December 1, 2022 and the remaining installments vesting on each one-month anniversary of the grant date, subject to the Reporting Person's continued service through each such date. The option was granted on November 22, 2022 to replace an option originally granted on July 6, 2021 which was cancelled in connection with the consummation of NewAmsterdam Pharma Company N.V.'s business combination with Frazier Lifesciences Acquisition Corporation. 60,879 of the shares underlying the option immediately vested on the grant date. 25% of the remaining shares underlying the option vested on January 1, 2021, the one-year anniversary of vesting start date, with the remaining shares vesting in equal monthly installments thereafter for three years, subject to the Reporting Person's continued service through each such date. The exercise price of the option is Euro 1.16392. The option was granted to and is held by LouFre Management B.V. ("LouFre") through NAP PoolCo B.V. ("PoolCo") for the benefit of the Reporting Person. The Reporting Person exercises sole voting and investement control over the securities held by LouFre through PoolCo. PoolCo has no voting or investement control or pecuniary interest in the securities held on behalf of LouFre. Exhibit List: Exhibit 24.1 - Power of Attorney /s/ Louise Kooij 2023-12-29 EX-24.1 2 nams-ex24_1.htm EX-24.1 EX-24.1

 

Power of Attorney

 

 

Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Louise Kooij and Jim Jacobson, or either of them acting singly, and with full power of substitution and re-substitution, the undersigned’s true and lawful attorney‑in‑fact (each of such persons and their substitutes being referred to herein as the “Attorney-in-Fact”), with full power to act for the undersigned and in the undersigned’s name, place and stead, in any and all capacities, to:

1. Prepare, execute, and submit to the Securities and Exchange Commission (“SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required or considered by the Attorney-in-Fact to be advisable under Section 13 or Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”) or any rule or regulation of the SEC;

2. Prepare, execute and submit to the SEC, NewAmsterdam Pharma Company N.V. (including any successor or assign, the “Company”), and/or any national securities exchange on which the Company’s securities are listed any and all reports (including any amendments thereto) the undersigned is required to file with the SEC, or which the Attorney-in-Fact considers it advisable to file with the SEC, under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder, or under Rule 144 under the Securities Act of 1933 (“Rule 144”), with respect to the any security of the Company, including Forms 3, 4 and 5, Schedules 13D and 13G, and Forms 144; and

3. Obtain, as the undersigned’s representative and on the undersigned’s behalf, information regarding transactions in the Company’s equity securities from any third party, including the Company and any brokers, dealers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such third party to release any such information to the Attorney-in-Fact.

The undersigned acknowledges that:

a) This Power of Attorney authorizes, but does not require, the Attorney-in-Fact to act in his or her discretion on information provided to such Attorney-in-Fact without independent verification of such information;

b) Any documents prepared or executed by the Attorney-in-Fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information as the Attorney-in-Fact, in his or her discretion, deems necessary or desirable;

c) Neither the Company nor the Attorney-in-Fact assumes any liability for the undersigned’s responsibility to comply with the requirements of Section 13 or Section 16 of the Exchange Act or Rule 144, any liability of the undersigned for any failure to comply with such requirements, or any liability of the undersigned for disgorgement of profits under Section 16(b) of the Exchange Act; and

d) This Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under Section 13 or Section 16 of the Exchange Act, including, without limitation, the reporting requirements under Section 13 or Section 16 of the Exchange Act.

The undersigned hereby grants to the Attorney-in-Fact full power and authority to do and perform each and every act and thing requisite, necessary or advisable to be done in connection with the foregoing, as fully, to all intents and purposes, as the undersigned might or could do in person, hereby ratifying and confirming all

 

 

that the Attorney-in-Fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by authority of this Power of Attorney.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 4 or 5 or Schedules 13D or 13G or Forms 144 with respect to the undersigned’s holdings of and transactions in securities of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Attorney-in-Fact. This Power of Attorney revokes all previous powers of attorney with respect to the subject matter of this Power of Attorney.

The signature may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any signature so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of November 29, 2023.

 

 

Louise Frederika Kooij

 

 

 

 

 

/s/ Louise Frederika Kooij

 

 

Signature