Gina Stryker - Dec 24, 2021 Form 4 Insider Report for TMC the metals Co Inc. (TMC)

Role
Director
Signature
/s/ Jeffrey Cohan, Attorney-in-Fact
Stock symbol
TMC
Transactions as of
Dec 24, 2021
Transactions value $
$0
Form type
4
Date filed
7/18/2022, 05:29 PM
Previous filing
Sep 15, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TMC Common Shares Award $0 +68K +42.62% $0.00 228K Jun 1, 2022 Direct F1, F2
holding TMC Common Shares 295K Dec 24, 2021 By trusts F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction TMC Warrant to purchase Common Shares Other +614K 209K Dec 24, 2021 Common Shares 614K $11.50 Direct F4, F5
transaction TMC Class I Special Shares Other +33.5K 11.4K Dec 24, 2021 Common Shares 33.5K Direct F6
transaction TMC Class J Special Shares Other +49.7K 16.8K Dec 24, 2021 Common Shares 49.7K Direct F7
holding TMC Warrant to purchase Common Shares 405K Dec 24, 2021 Common Shares By trusts F4, F5
holding TMC Class I Special Shares 22.1K Dec 24, 2021 Common Shares By trusts F6
holding TMC Class J Special Shares 32.8K Dec 24, 2021 Common Shares By trusts F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Pursuant to the Issuer's Nonemployee Director Compensation Policy, the Reporting Person was granted restricted stock units ("RSUs") under the Issuer's 2021 Equity Incentive Plan. Each RSU represents the right to receive one common share upon vesting. The RSU shall vest on the date of the Issuer's 2023 annual meeting of shareholders, subject to the Reporting Person's continued service through the vesting date.
F2 Includes 151,584 Common Shares received in a pro rata distribution from Sustainable Opportunities Holdings LLC, in which the Reporting Person does not have a controlling interest, to its members on December 24, 2022.
F3 Consists of (i) 147,672 Common Shares held by the Gina Thomas Stryker 2008 Children's Trust U/A DTD 12/09/2008 JRT and (ii) 147,672 Common Shares held by the Gina Thomas Stryker 2008 Children's Trust U/A DTD 12/09/2008 MET, in each case, received in a pro rata distribution from Sustainable Opportunities Holdings LLC, in which the Reporting Person does not have a controlling interest, to its members on December 24, 2022. The Reporting Person is the trustee of each of these trusts.
F4 (i) warrants to purchase 209,221 Common Shares held by the Reporting Person, (ii) warrants to purchase 202,528 Common Shares held by the Gina Thomas Stryker 2008 Children's Trust U/A DTD 12/09/2008 JRT and (iii) warrants to purchase 202,528 Common Shares held by the Gina Thomas Stryker 2008 Children's Trust U/A DTD 12/09/2008 MET, in each case, were received in a pro rata distribution from Sustainable Opportunities Holdings LLC, in which the Reporting Person does not have a controlling interest, to its members on December 24, 2022.
F5 The Reporting Person is the trustee of each of these trusts. The warrants are subject to the Warrant Agreement dated as of May 8, 2020 between the Issuer and Continental Stock Transfer & Trust Company, as warrant agent, and may be exercised only during the period commencing 30 days after September 9, 2021, the completion of the initial business combination (the "Business Combination") of Sustainable Opportunities Acquisition Corp. (the former name of the Issuer) with DeepGreen Metals Inc. and expire five years after the completion of the Business Combination or earlier upon redemption or liquidation.
F6 (i) 11,365 Class I Special Shares held by the Reporting Person, (ii) 11,071 Class I Special Shares held by the Gina Thomas Stryker 2008 Children's Trust U/A DTD 12/09/2008 JRT and (iii) 11,071 Class I Special Shares held by the Gina Thomas Stryker 2008 Children's Trust U/A DTD 12/09/2008 MET, in each case, were received in a pro rata distribution from Sustainable Opportunities Holdings LLC, in which the Reporting Person does not have a controlling interest, to its members on December 24, 2022. The Reporting Person is the trustee of each of these trusts. The Class I Special Shares are automatically convertible into Common Shares on a one-for-one basis if the Common Shares trade for at least $50.00 per share on any twenty trading days in any thirty trading day period or in the event of certain changes of control.
F7 (i) 16,843 Class J Special Shares held by the Reporting Person, (ii) 16,408 Class J Special Shares held by the Gina Thomas Stryker 2008 Children's Trust U/A DTD 12/09/2008 JRT and (iii) 16,408 Class J Special Shares held by the Gina Thomas Stryker 2008 Children's Trust U/A DTD 12/09/2008 MET, in each case, were received in a pro rata distribution from Sustainable Opportunities Holdings LLC, in which the Reporting Person does not have a controlling interest, to its members on December 24, 2022. The Reporting Person is the trustee of each of these trusts. The Class J Special Shares are automatically convertible into Common Shares on a one-for-one basis if the Common Shares trade for at least $12.00 per share on any twenty trading days in any thirty trading day period or in the event of certain changes of control.