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

Role
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, 07:36 PM
Next filing
Sep 15, 2021

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 +579K 579K Sep 9, 2021 Common Shares 579K $2.60 Direct F1, F2, F3, F4
transaction TMC Stock Option (right to buy) Award +11.6K 11.6K Sep 9, 2021 Common Shares 11.6K $0.52 Direct F5, F6, F7
transaction TMC Stock Option (right to buy) Award +126K 126K Sep 9, 2021 Common Shares 126K $0.65 Direct F8, F9, F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Fully vested as of July 1, 2021.
F2 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).
F3 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.
F4 Received in connection with the Business Combination in exchange for a stock option to acquire 500,000 shares of DeepGreen common stock for $3.00 per share.
F5 Fully vested as of February 26, 2021.
F6 Also includes the right to purchase 252 Class A Special Shares, 505 Class B Special Shares, 505 Class C Special Shares, 1,010 Class D Special Shares, 1,010 Class E Special Shares, 1,010 Class F Special Shares, 1,263 Class G Special Shares and 1,263 Class H Special Shares.
F7 Received in connection with the Business Combination in exchange for a stock option to acquire 10,000 shares of DeepGreen common stock for $0.60 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. 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.
F9 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.
F10 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.