SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Kooij Louise Frederika

(Last)

(First)

(Middle)

C/O NEWAMSTERDAM PHARMA COMPANY N.V.

GOOIMEER 2-35

(Street)

NAARDEN

1411 DC

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/29/2023

3. Issuer Name and Ticker or Trading Symbol
NewAmsterdam Pharma Co N.V. [ NAMS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Accounting Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Option (right to buy)	⁽¹⁾	05/18/2033	Ordinary Shares	50,000	$11.9	D
Option (right to buy)	⁽²⁾	01/01/2033	Ordinary Shares	223,134	$10.9	D
Option (right to buy)	⁽³⁾	11/22/2032	Ordinary Shares	430,015	$10	D
Option (right to buy)	⁽⁴⁾	07/06/2031	Ordinary Shares	213,073	⁽⁵⁾	I	See footnote⁽⁶⁾

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

5. The exercise price of the option is Euro 1.16392.

6. 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.

Remarks:

Exhibit List: Exhibit 24.1 - Power of Attorney

	/s/ Louise Kooij	12/29/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.