Gerard Barron - Sep 9, 2021 Form 4 Insider Report for TMC the metals Co Inc. (TMC)

Role
Chief Executive Officer, Director
Signature
/s/ Jaime Lee, Attorney-in-Fact
Stock symbol
TMC
Transactions as of
Sep 9, 2021
Transactions value $
$0
Form type
4
Date filed
9/13/2021, 07:31 PM
Next filing
Nov 23, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TMC Common Shares Award +14.2M 14.2M Sep 9, 2021 Direct F1

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 Stock Option (right to buy) Award +3.47M 3.47M Sep 9, 2021 Common Shares 3.47M $0.65 Direct F2, F3, F4
transaction TMC Stock Option (right to buy) Award +604K 604K Sep 9, 2021 Common Shares 604K $0.65 Direct F5, F6, F7
transaction TMC Stock Option (right to buy) Award +2.28M 2.28M Sep 9, 2021 Common Shares 2.28M $0.65 Direct F8, F9, F10
transaction TMC Class A Special Shares Award +310K 310K Sep 9, 2021 Common Shares 310K Direct F11
transaction TMC Class B Special Shares Award +620K 620K Sep 9, 2021 Common Shares 620K Direct F11
transaction TMC Class C Special Shares Award +620K 620K Sep 9, 2021 Common Shares 620K Direct F11
transaction TMC Class D Special Shares Award +1.24M 1.24M Sep 9, 2021 Common Shares 1.24M Direct F11
transaction TMC Class E Special Shares Award +1.24M 1.24M Sep 9, 2021 Common Shares 1.24M Direct F11
transaction TMC Class F Special Shares Award +1.24M 1.24M Sep 9, 2021 Common Shares 1.24M Direct F11
transaction TMC Class G Special Shares Award +1.55M 1.55M Sep 9, 2021 Common Shares 1.55M Direct F11
transaction TMC Class H Special Shares Award +1.55M 1.55M Sep 9, 2021 Common Shares 1.55M Direct F11
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On September 9, 2021, Sustainable Opportunities Acquisition Corp. ("SOAC") (the former name of the Issuer), consummated its initial business combination (the "Business Combination") with DeepGreen Metals Inc. ("DeepGreen") and changed its name to "TMC the metals company Inc." or "TMC". In connection with the Business Combination, these Common Shares were received in exchange for 14,209,752 Class A ordinary shares of SOAC. Includes 231,572 Common Shares received in exchange for 231,572 Class B preferred shares of SOAC which automatically converted into Class A ordinary shares of SOAC on a one for one basis in connection with the closing of the Business Combination.
F2 Stock options exercisable for 578,931 common shares fully vested on January 1, 2019 and stock options exercisable for 2,894,655 common shares fully vested on January 1, 2021.
F3 Also includes the right to purchase 75,788 Class A Special Shares, 151,577 Class B Special Shares, 151,577 Class C Special Shares, 303,154 Class D Special Shares, 303,154 Class E Special Shares, 303,154 Class F Special Shares, 378,943 Class G Special Shares and 378,943 Class H Special Shares.
F4 Received in connection with the Business Combination in exchange for a stock option to acquire 3,000,000 shares of DeepGreen common stock for $0.75 per share.
F5 Fully vested as of March 4, 2021.
F6 Also includes the right to purchase 13,188 Class A Special Shares, 26,376 Class B Special Shares, 26,376 Class C Special Shares, 52,753 Class D Special Shares, 52,753 Class E Special Shares, 52,753 Class F Special Shares, 65,942 Class G Special Shares and 65,942 Class H Special Shares.
F7 Received in connection with the Business Combination in exchange for a stock option to acquire 522,047 shares of DeepGreen common stock for $0.75 per share.
F8 These stock options vest as follows, subject to continued service through each vesting threshold: (i) 25% if TMC's market capitalization equals or exceeds $3.0 billion; (ii) 35% if TMC's market capitalization equals or exceeds $6.0 billion; (iii) 20% if the International Seabed Authority grants an exploitation contract to TMC; and (iv) 20% upon the commencement of the first commercial production following the grant of the exploitation contract.
F9 Also includes the right to purchase 49,644 Class A Special Shares, 99,288 Class B Special Shares, 99,288 Class C Special Shares, 198,577 Class D Special Shares, 198,577 Class E Special Shares, 198,577 Class F Special Shares, 248,222 Class G Special Shares and 248,222 Class H Special Shares.
F10 Received in connection with the Business Combination in exchange for a stock option to acquire 1,965,117 shares of DeepGreen common stock for $0.75 per share.
F11 Each of the Class A Special Shares, the Class B Special Shares, the Class C Special Shares, the Class D Special Shares, the Class E Special Shares, the Class F Special Shares, the Class G Special Shares and the Class H Special Shares (collectively, the "Special Shares") automatically convert into Common Shares on a one for one basis, if on any twenty trading days within any thirty trading day period, the Common Shares trade for a price that is greater than or equal to the price threshold for such class of Special Shares (the "Price Threshold") described below, or in the event of certain changes of control. The Price Thresholds for the Special Shares are as follows: Class A Special Shares ($15.00), Class B Special Shares ($25.00), Class C Special Shares ($35.00), Class D Special Shares ($50.00), Class E Special Shares ($75.00), Class F Special Shares ($100.00), Class G Special Shares ($150.00), and Class H Special Shares ($200.00).