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

Role: Chief Financial Officer
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, 07:39 PM
Next filing: Nov 24, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TMC	Common Shares	Award		+309K			309K	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		+405K			405K	Sep 9, 2021	Common Shares	405K	$8.64	Direct	F2, F3, F4
transaction	TMC	Stock Option (right to buy)	Award		+253K			253K	Sep 9, 2021	Common Shares	253K	$0.65	Direct	F5, F6, F7
transaction	TMC	Class A Special Shares	Award		+6.74K			6.74K	Sep 9, 2021	Common Shares	6.74K		Direct	F8
transaction	TMC	Class B Special Shares	Award		+13.5K			13.5K	Sep 9, 2021	Common Shares	13.5K		Direct	F8
transaction	TMC	Class C Special Shares	Award		+13.5K			13.5K	Sep 9, 2021	Common Shares	13.5K		Direct	F8
transaction	TMC	Class D Special Shares	Award		+26.9K			26.9K	Sep 9, 2021	Common Shares	26.9K		Direct	F8
transaction	TMC	Class E Special Shares	Award		+26.9K			26.9K	Sep 9, 2021	Common Shares	26.9K		Direct	F8
transaction	TMC	Class F Special Shares	Award		+26.9K			26.9K	Sep 9, 2021	Common Shares	26.9K		Direct	F8
transaction	TMC	Class G Special Shares	Award		+33.7K			33.7K	Sep 9, 2021	Common Shares	33.7K		Direct	F8
transaction	TMC	Class H Special Shares	Award		+33.7K			33.7K	Sep 9, 2021	Common Shares	33.7K		Direct	F8

* 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 308,762 Class A ordinary shares of SOAC.
F2	These stock options vest over a three year period as follows, subject to continued service through each vesting date: 1/3 on the first anniversary of February 20, 2021 (the "Employment Date"), 1/3 on the second anniversary of the Employment Date and 1/3 on the third anniversary of the Employment Date. 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 their respective Exercise Date.
F3	Also includes the right to purchase 8,842 Class A Special Shares, 17,684 Class B Special Shares, 17,684 Class C Special Shares, 35,368 Class D Special Shares, 35,368 Class E Special Shares, 35,368 Class F Special Shares, 44,210 Class G Special Shares and 44,210 Class H Special Shares.
F4	Received in connection with the Business Combination in exchange for a stock option to acquire 350,000 shares of DeepGreen common stock for $10.00 per share.
F5	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.
F6	Also includes the right to purchase 5,516 Class A Special Shares, 11,032 Class B Special Shares, 11,032 Class C Special Shares, 22,064 Class D Special Shares, 22,064 Class E Special Shares, 22,064 Class F Special Shares, 27,580 Class G Special Shares and 27,580 Class H Special Shares.
F7	Received in connection with the Business Combination in exchange for a stock option to acquire 218,346 shares of DeepGreen common stock for $0.75 per share.
F8	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).