| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | TMC | Common Shares | Award | +39.6M | 39.6M | Sep 9, 2021 | Eras Capital LLC | F1, F2 |
| 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 | +579K | 579K | Sep 9, 2021 | Common Shares | 579K | $0.65 | Direct | F3, F4, F5 | |||
| transaction | TMC | Stock Option (right to buy) | Award | +63.7K | 63.7K | Sep 9, 2021 | Common Shares | 63.7K | $0.52 | Direct | F6, F7, F8 | |||
| transaction | TMC | Stock Option (right to buy) | Award | +126K | 126K | Sep 9, 2021 | Common Shares | 126K | $0.65 | Direct | F9, F10, F11 | |||
| transaction | TMC | Class A Special Shares | Award | +864K | 864K | Sep 9, 2021 | Common Shares | 864K | Eras Capital LLC | F2, F12 | ||||
| transaction | TMC | Class B Special Shares | Award | +1.73M | 1.73M | Sep 9, 2021 | Common Shares | 1.73M | Eras Capital LLC | F2, F12 | ||||
| transaction | TMC | Class C Special Shares | Award | +1.73M | 1.73M | Sep 9, 2021 | Common Shares | 1.73M | Eras Capital LLC | F2, F12 | ||||
| transaction | TMC | Class D Special Shares | Award | +3.46M | 3.46M | Sep 9, 2021 | Common Shares | 3.46M | Eras Capital LLC | F2, F12 | ||||
| transaction | TMC | Class E Special Shares | Award | +3.46M | 3.46M | Sep 9, 2021 | Common Shares | 3.46M | Eras Capital LLC | F2, F12 | ||||
| transaction | TMC | Class F Special Shares | Award | +3.46M | 3.46M | Sep 9, 2021 | Common Shares | 3.46M | Eras Capital LLC | F2, F12 | ||||
| transaction | TMC | Class G Special Shares | Award | +4.32M | 4.32M | Sep 9, 2021 | Common Shares | 4.32M | Eras Capital LLC | F2, F12 | ||||
| transaction | TMC | Class H Special Shares | Award | +4.32M | 4.32M | Sep 9, 2021 | Common Shares | 4.32M | Eras Capital LLC | F2, F12 |
| 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 39,621,909 Class A ordinary shares of SOAC. |
| F2 | The securities are held directly by ERAS Capital LLC ("ERAS"). The Reporting Person is the managing member of ERAS and shares voting and dispositive power over and may be deemed to beneficially own such securities held by ERAS. The Reporting Person disclaims beneficial ownership over any securities owned by ERAS other than to the extent of any pecuniary interest he may have therein. |
| F3 | Fully vested as of September 1, 2019. |
| F4 | Also includes the right to purchase 12,631 Class A Special Shares, 25,262 Class B Special Shares, 25,262 Class C Special Shares, 50,525 Class D Special Shares, 50,525 Class E Special Shares, 50,525 Class F Special Shares, 63,157 Class G Special Shares and 63,157 Class H Special Shares. |
| F5 | Received in connection with the Business Combination in exchange for a stock option to acquire 500,000 shares of DeepGreen common stock for $0.75 per share. |
| F6 | Fully vested as of February 17, 2021. |
| F7 | Also includes the right to purchase 1,389 Class A Special Shares, 2,778 Class B Special Shares, 2,778 Class C Special Shares, 5,557 Class D Special Shares, 5,557 Class E Special Shares, 5,557 Class F Special Shares, 6,947 Class G Special Shares and 6,947 Class H Special Shares. |
| F8 | Received in connection with the Business Combination in exchange for a stock option to acquire 55,000 shares of DeepGreen common stock for $0.60 per share. |
| F9 | 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. These stock options are exercisable at any time until March 5 of the year following vesting of such stock option (any such date, the "Exercise Date"). These stock options expire on the day after the Exercise Date. |
| F10 | Also includes the right to purchase 2,758 Class A Special Shares, 5,516 Class B Special Shares, 5,516 Class C Special Shares, 11,032 Class D Special Shares, 11,032 Class E Special Shares, 11,032 Class F Special Shares, 13,790 Class G Special Shares and 13,790 Class H Special Shares. |
| F11 | Received in connection with the Business Combination in exchange for a stock option to acquire 109,173 shares of DeepGreen common stock for $0.75 per share. |
| F12 | 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). |