Forbion Capital Partners Amends Stake in NewAmsterdam Pharma

TL;DR

Forbion Capital Partners updated their 13D filing for NewAmsterdam Pharma. Watch for potential moves.

AI Summary

Forbion Capital Partners, through its affiliated entities Forbion Growth Management B.V., Forbion Growth Opportunities Fund I Cooperatief U.A., Forbion IV Management B.V., and Forgrowth NAP B.V., has amended its Schedule 13D filing regarding NewAmsterdam Pharma Co N.V. The filing, dated November 15, 2024, indicates a change in beneficial ownership. The specific percentage of shares held and the exact date of the change in beneficial ownership are detailed within the full filing.

Why It Matters

This amendment signals a potential shift in control or investment strategy for NewAmsterdam Pharma, which could impact its stock price and future operations.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership filings can indicate significant shifts in a company's shareholder structure, potentially leading to volatility.

Key Players & Entities

• Forbion Capital Partners (company) — Filer of the Schedule 13D/A
• NewAmsterdam Pharma Co N.V. (company) — Subject company
• Forbion Growth Management B.V. (company) — Group member of the filer
• Forbion Growth Opportunities Fund I Cooperatief U.A. (company) — Group member of the filer
• Forbion IV Management B.V. (company) — Group member of the filer
• Forgrowth NAP B.V. (company) — Group member of the filer

FAQ

Key Financial Figures

• $25.0043 — Shares at an average price per share of $25.0043. The sales were effected on the open ma
• $25.0057 — Shares at an average price per share of $25.0057. The sales were effected on the open ma

Filing Documents

• d863823dsc13da.htm (SC 13D/A) — 93KB
• d863823dex997.htm (EX-99.7) — 9KB
• 0001193125-24-259852.txt ( ) — 103KB

of the Schedule 13D is hereby amended and restated as follows

Item 2 of the Schedule 13D is hereby amended and restated as follows: The Schedule 13D is being jointly filed by: (i) Forbion Capital Fund IV Coöperatief U.A., a Dutch co-operative association (Forbion IV); (ii) Forbion IV Management B.V., a Dutch private company with limited liability (Forbion IV Management), the sole director of Forbion IV; (iii) Forbion Growth Opportunities Fund I Coöperatief U.A., a Dutch co-operative association (Forbion Growth I); (iv) Forbion Growth Management B.V., a Dutch private company with limited liability (Forbion Growth Management), the sole director of Forbion Growth I; (v) ForGrowth NAP B.V., a Dutch private company with limited liability (ForGrowth); The foregoing parties are sometimes referred to collectively herein as the Reporting Persons. The Ordinary Shares that may be deemed to be beneficially owned by Forbion Growth I and Forbion IV are held through ForGrowth. ForGrowth is a joint investment vehicle wholly owned by Forbion Growth I and Forbion IV. The Ordinary Shares that may be deemed to be beneficially owned by Forbion IV, Forbion Growth I and ForGrowth are held partially through NAP PoolCo B.V. (PoolCo). PoolCo is a Dutch limited liability company that holds Ordinary Shares on behalf of its shareholders. The governing documents of PoolCo vest voting and investment control over the Ordinary Shares held by PoolCo in PoolCos shareholders and, as a result, PoolCo disclaims beneficial ownership of such Ordinary Shares. The Business address and principal office address of the Reporting Persons is Gooimeer 2-35, 1411 DC Naarden, The Netherlands. The principal business of each of the Reporting Persons is capital investing on behalf of its investors. During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, none of the Reporting Persons has been a party to a civil proceed

(a)-(c) of the Schedule 13D is hereby amended and restated as follows

Item 5(a)-(c) of the Schedule 13D is hereby amended and restated as follows: (a) (b) (i) Forbion Growth I may be deemed to beneficially own 5,191,284 Ordinary Shares held through ForGrowth, representing approximately 5.6% of the outstanding Ordinary Shares, (ii) Forbion IV may be deemed to beneficially own 6,629,279 Ordinary Shares held through ForGrowth, representing approximately 7.2% of the of the outstanding Ordinary Shares and (iii) ForGrowth may be deemed to beneficially own 11,820,563 Ordinary Shares, including an aggregate of 11,168,390 Ordinary Shares allocable to Forbion Growth I and Forbion IV through ForGrowths interest in PoolCo. Forbion Growth Management may be deemed to beneficially own the Ordinary Shares that may be deemed to be beneficially owned by Forbion Growth I, and Forbion IV Management may be deemed to beneficially own the Ordinary Shares that may be deemed to be beneficially owned by Forbion IV. The percentage of the outstanding Ordinary Shares that may be deemed to be beneficially owned by the Reporting Persons is based on 92,385,872 shares of the Issuers Ordinary Shares, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 6, 2024. (c) On November 13, 2024, PoolCo sold an aggregate of 1,066 Ordinary Shares at an average price per share of $25.0043. The sales were effected on the open market. Of the 1,066 Ordinary Shares sold by PoolCo, 598 were sold on behalf for Forbion IV and 468 were sold on behalf of Forbion Growth I. On November 14, 2024, PoolCo sold an aggregate of 9,832 Ordinary Shares at an average price per share of $25.0057. The sales were effected on the open market. Of the 9,832 Ordinary Shares sold by PoolCo, 5,514 were sold on behalf for Forbion IV and 4,318 were sold on behalf of Forbion Growth I. Except as otherwise set forth in this Item 5(c), none of the Reporting Persons have effected any transactions in the Ordinary Shares of the Issuer

View Full Filing

View this SC 13D/A filing on SEC EDGAR