NewAmsterdam Pharma Co NV
For the period ended Mar 31, 2024. Filed May 8, 2024.
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Mar 31, 2024 · Filed May 8, 2024
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Item 5. Other Information.
Rule 10b5-1 Trading Arrangements
Except as set forth below, during the three months ended March 31, 2024, none of our officers or directors adopted, amended or terminated a “Rule 10b5-1 trading arrangement,” as defined in Item 408(c) of Regulation S-K, each of which is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.
On March 29, 2024, Douglas Kling, our Chief Operating Officer, adopted a Rule 10b5-1 trading arrangement for the potential sale of up to 431,144 Ordinary Shares, subject to certain price thresholds and other conditions. The arrangement’s expiration date is June 13, 2025.
On March 28, 2024, NAP PoolCo B.V. (“PoolCo”)adopted a Rule 10b5-1 trading arrangement for the potential sale of up to 2,950,000 Ordinary Shares, subject to certain price thresholds and other conditions. Transactions under the arrangement may not be commenced until the later of 90 days after its adoption or two business days following the filing of this Quarterly Report on Form 10-Q. The arrangement’s expiration date is June 28, 2026.
PoolCo is a Dutch limited liability company that holds Ordinary Shares on behalf of its shareholders and is controlled by Forbion International Management B.V., of which Sander Slootweg, a member of our Board of Directors, is one of thedirectors. The 2,950,000 Ordinary Shares subject to potential sale under the arrangement are Ordinary Shares held by ForGrowth NAP B.V. (“ForGrowth”). The shareholders of ForGrowth are Forbion Capital Fund IV Coöperatief U.A. (“Forbion IV”) and (Forbion Growth Opportunities Fund I Coöperatief U.A. (“Forbion Growth”).
The investment committees of each of Forbion IV and Forbion Growth, have the voting and investment power over the shares held by ForGrowth. Mr. Slootweg is one of the members of the investment committee of Forbion IV as well as a partner of Forbion IV Management B.V. (“Forbion IV Management”). Messrs. Joustra and Slootweg are each one of the members of the investment committee of Forbion Growth and a partner of Forbion Growth Management B.V. (“Growth Management”). Forbion IV Management and Growth Management are the directors of Forbion IV and Forbion Growth, respectively, but does not have beneficial ownership of the securities referenced above. Both Messrs. Joustra and Slootweg disclaim beneficial ownership of the shares held by PoolCo except to the extent of their proportionate pecuniary interest therein.
There were no “non-Rule 10b5-1 trading arrangement,” as defined in Item 408(c) of Regulation S-K, entered into orterminated during the three months ended March 31, 2024.
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