SCHEDULE: Frazier Funds Consolidate NewAmsterdam Pharma Holdings
Beneficial Ownership Update
Frazier Life Sciences Public Fund increases its stake in NewAmsterdam Pharma Company N.V. following a merger with Frazier Life Sciences Public Overage Fund.
Summary
- Frazier Life Sciences Public Fund, L.P. (FLSPF) acquired 2,989,476 Ordinary Shares of NewAmsterdam Pharma Company N.V. on November 1, 2025, as a result of a merger with Frazier Life Sciences Public Overage Fund, L.P. (FLSPOF).
- FLSPF now beneficially owns 8,623,939 Ordinary Shares, representing 7.7% of the class.
- Other Frazier entities, including Frazier Life Sciences X, L.P., Frazier Lifesciences Sponsor LLC, Frazier Life Sciences XI, L.P., and Frazier Life Sciences XII, L.P., also reported beneficial ownership.
- Frazier Life Sciences X, L.P. and related entities beneficially own 7,329,857 shares (6.5%), which includes 6,829,524 Ordinary Shares and 500,333 Warrants.
- Frazier Lifesciences Sponsor LLC beneficially owns 3,968,000 shares (3.5%), which includes 3,801,000 Ordinary Shares and 167,000 Warrants.
- Frazier Life Sciences XI, L.P. beneficially owns 1,179,926 shares (1.0%).
- Frazier Life Sciences XII, L.P. beneficially owns 68,567 shares (0.1%).
- Various Frazier entities made purchases on September 17, 2025, acquiring a total of 26,176 shares at an average price of $23.6953 per share, with prices ranging from $23.46 to $23.75.
- The total outstanding Ordinary Shares of NewAmsterdam Pharma Company N.V. were 112,628,458 as of July 31, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q.
Sentiment
Score: 6
Explanation: The filing indicates a consolidation of ownership by a significant institutional investor, which can be seen as a positive sign of continued commitment. However, it lacks operational or financial details about the issuer to provide a stronger sentiment.
Positives
- Increased consolidated ownership by a significant institutional investor (Frazier funds) may signal continued confidence in the issuer.
- Recent share purchases by various Frazier funds at an average price of $23.6953 indicate active investment.
Future Outlook
NA
Industry Context
This filing reflects a consolidation of ownership within a specific investment group (Frazier funds) in a biotechnology/pharmaceutical company. Such consolidations are common within venture capital and public equity funds as they manage their portfolios, but the filing itself does not provide broader industry trend analysis.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Reporting Person Group | Frazier Life Sciences Public Overage Fund, L.P. (FLSPOF), FHMLSP Overage, L.P., FHMLSP Overage, L.L.C. | NA | 2025-11-01 | Merger of FLSPOF into Frazier Life Sciences Public Fund, L.P. (FLSPF), ceasing to be separate reporting persons. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Reporting Person Structure | Frazier Life Sciences Public Overage Fund, L.P. (FLSPOF) merged with and into Frazier Life Sciences Public Fund, L.P. (FLSPF), simplifying the reporting structure for these related entities. | 2025-11-01 | Consolidates ownership under FLSPF, potentially streamlining future reporting and decision-making for this portion of the Frazier investment group. |
Related Party Transactions
- Merger agreement between Frazier Life Sciences Public Fund, L.P. (FLSPF) and Frazier Life Sciences Public Overage Fund, L.P. (FLSPOF), both related entities within the Frazier investment group, resulting in the transfer of 2,989,476 Ordinary Shares.
Stakeholder Impact
- Shareholders: The consolidation of shares under FLSPF increases its overall beneficial ownership, potentially influencing future voting power and strategic decisions. The cessation of FLSPOF as a separate reporting person simplifies the ownership landscape.
- Management: The continued significant stake held by Frazier funds indicates ongoing institutional oversight and potential influence on corporate strategy.
Next Steps
- The Reporting Person undertakes to provide full information regarding the number of shares purchased at each separate price upon request by the SEC staff.
Key Dates
| Date | Description |
|---|---|
| 2017-07-31 | Date of Power of Attorney filing for James N. Topper and Patrick J. Heron. |
| 2022-12-02 | Original Schedule 13D filing date. |
| 2023-06-07 | Amendment to Schedule 13D filing date. |
| 2023-08-15 | Amendment to Schedule 13D filing date. |
| 2024-02-21 | Amendment to Schedule 13D filing date. |
| 2024-12-17 | Amendment to Schedule 13D filing date. |
| 2025-07-31 | Date as of which 112,628,458 Ordinary Shares were outstanding, as reported in the Issuer's Quarterly Report on Form 10-Q. |
| 2025-08-06 | Date of Issuer's Quarterly Report on Form 10-Q filing with the SEC. |
| 2025-08-20 | Amendment to Schedule 13D filing date. |
| 2025-09-17 | Date of various share purchases by Frazier entities at an average price of $23.6953 per share. |
| 2025-11-01 | Date of event requiring filing of this statement; merger of FLSPOF into FLSPF, resulting in FLSPF acquiring 2,989,476 Ordinary Shares. |
| 2025-11-04 | Filing date of this Amendment No. 6 to Schedule 13D. |
Keywords
NewAmsterdam Pharma, Schedule 13D, Frazier Life Sciences, Beneficial Ownership, Share Acquisition, Merger, Institutional Investor, Biotechnology, Pharmaceuticals, N62509109
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