Craig Shesky - Mar 20, 2024 Form 4 Insider Report for TMC the metals Co Inc. (TMC)

Role: Chief Financial Officer
Signature: /s/ Ryan Coombes, General Counsel
Stock symbol: TMC
Transactions as of: Mar 20, 2024
Transactions value $: -$375,509
Form type: 4
Date filed: 3/22/2024, 09:33 PM
Previous filing: Nov 27, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TMC	Common Shares	Options Exercise	$0	+188K	+24.07%	$0.00	967K	Mar 20, 2024	Direct	F1
transaction	TMC	Common Shares	Award	$0	+213K	+22.06%	$0.00	1.18M	Mar 20, 2024	Direct	F2
transaction	TMC	Common Shares	Sale	-$376K	-233K	-19.77%	$1.61	947K	Mar 22, 2024	Direct	F3, F4

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	Restricted Stock Units	Options Exercise	$0	-188K	-33.33%	$0.00	375K	Mar 20, 2024	Common Shares	188K		Direct	F5, F6
transaction	TMC	Restricted Stock Units	Award	$0	+500K		$0.00	500K	Mar 20, 2024	Common Shares	500K		Direct	F5, F7

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Consists of restricted stock units ("RSUs") that converted to common shares on a one-to-one basis. The RSUs were granted on March 20, 2023 and 1/3 vested on March 20, 2024. The remaining RSUs will vest as follows, subject to continued service through each vesting date: 1/3 of the total award on March 20, 2025 and the remaining amount on March 20, 2026.
F2	Each RSU represents the right to receive one common share upon vesting. The RSUs were granted and vested upon issuance as part of the Issuer's short-term incentive plan.
F3	The sales reported in this Form 4 were effected to cover tax withholding obligations in connection with the vesting of RSUs that were granted on March 20, 2023 and March 20, 2024 pursuant to an automatic "sell to cover" provision under which the Reporting Person did not have discretion included in the RSU Agreement.
F4	The price reflects the average selling price of the common shares sold. These common shares were sold in multiple transactions at prices ranging from $1.58 to $1.65 per common share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of common shares sold at each price.
F5	Each RSU represents the right to receive one common share upon vesting.
F6	The RSUs were granted as part of the Issuer's long-term incentive plan and vest over a three year period as follows, subject to continued service through each vesting date: 1/3 on the first anniversary of March 20, 2023 (the "Grant Date"), 1/3 on the second anniversary of the Grant Date and 1/3 on the third anniversary of the Grant Date. 1/3 of the RSUs have granted as of the date hereof.
F7	The RSUs were granted as part of the Issuer's long-term incentive plan and vest over a three year period as follows, subject to continued service through each vesting date: 1/3 on the first anniversary of March 20, 2024 (the "Grant Date"), 1/3 on the second anniversary of the Grant Date and 1/3 on the third anniversary of the Grant Date.