Craig Shesky - Mar 20, 2023 Form 4 Insider Report for TMC the metals Co Inc. (TMC)

Role: Chief Financial Officer
Signature: /s/ Jeffrey Cohan, Attorney-in-Fact
Stock symbol: TMC
Transactions as of: Mar 20, 2023
Transactions value $: -$89,753
Form type: 4
Date filed: 4/5/2023, 04:02 PM
Previous filing: Dec 8, 2022
Next filing: Jun 9, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TMC	Common Shares	Award	$0	+237K	+36.13%	$0.00	894K	Mar 20, 2023	Direct	F1
transaction	TMC	Common Shares	Sale	-$89.8K	-126K	-14.05%	$0.71	768K	Mar 28, 2023	Direct	F2, F3

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	Award	$0	+563K		$0.00	563K	Mar 20, 2023	Common Shares	563K		Direct	F4, F5

* 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"). 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.
F2	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 pursuant to an automatic "sell to cover" provision under which the Reporting Person did not have discretion included in the RSU Agreement.
F3	The price reflects the average selling price of the common shares sold. These common shares were sold in multiple transactions at prices ranging from $0.70 to $0.7825 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.
F4	Each RSU represents the right to receive one common share upon vesting.
F5	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.