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

Role
Head of Strategy & Bus. Devt.
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, 07:33 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 +217K 217K Sep 9, 2021 Direct F1
transaction TMC Common Shares Award +30.7K 30.7K Sep 9, 2021 By children F2

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 +1.1M 1.1M Sep 9, 2021 Common Shares 1.1M $0.65 Direct F3, F4, F5
transaction TMC Stock Option (right to buy) Award +262K 262K Sep 9, 2021 Common Shares 262K $0.65 Direct F6, F7, F8
transaction TMC Stock Option (right to buy) Award +1.01M 1.01M Sep 9, 2021 Common Shares 1.01M $0.65 Direct F9, F10, F11
transaction TMC Class A Special Shares Award +4.74K 4.74K Sep 9, 2021 Common Shares 4.74K Direct F12
transaction TMC Class B Special Shares Award +9.47K 9.47K Sep 9, 2021 Common Shares 9.47K Direct F12
transaction TMC Class C Special Shares Award +9.47K 9.47K Sep 9, 2021 Common Shares 9.47K Direct F12
transaction TMC Class D Special Shares Award +18.9K 18.9K Sep 9, 2021 Common Shares 18.9K Direct F12
transaction TMC Class E Special Shares Award +18.9K 18.9K Sep 9, 2021 Common Shares 18.9K Direct F12
transaction TMC Class F Special Shares Award +18.9K 18.9K Sep 9, 2021 Common Shares 18.9K Direct F12
transaction TMC Class G Special Shares Award +23.7K 23.7K Sep 9, 2021 Common Shares 23.7K Direct F12
transaction TMC Class H Special Shares Award +23.7K 23.7K Sep 9, 2021 Common Shares 23.7K Direct F12
* 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 217,099 Class A ordinary shares of SOAC.
F2 In connection with the closing of the transactions contemplated by the Business Combination, these Common Shares were received in exchange for 30,682 Class A ordinary shares of SOAC. The Reporting Person disclaims beneficial ownership over any securities reported except to the extent of her pecuniary interest therein, if any.
F3 Fully vested as of September 1, 2020.
F4 Also includes the right to purchase 23,999 Class A Special Shares, 47,999 Class B Special Shares, 47,999 Class C Special Shares, 95,998 Class D Special Shares, 95,998 Class E Special Shares, 95,998 Class F Special Shares, 119,998 Class G Special Shares and 119,998 Class H Special Shares.
F5 Received in connection with the Business Combination in exchange for a stock option to acquire 950,000 shares of DeepGreen common stock for $0.75 per share.
F6 Fully vested as of March 6, 2021.
F7 Also includes the right to purchase 5,718 Class A Special Shares, 11,437 Class B Special Shares, 11,437 Class C Special Shares, 22,875 Class D Special Shares, 22,875 Class E Special Shares, 22,875 Class F Special Shares, 28,594 Class G Special Shares and 28,594 Class H Special Shares.
F8 Received in connection with the Business Combination in exchange for a stock option to acquire 226,374 shares of DeepGreen common stock for $0.75 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.
F10 Also includes the right to purchase 22,064 Class A Special Shares, 44,128 Class B Special Shares, 44,128 Class C Special Shares, 88,256 Class D Special Shares, 88,256 Class E Special Shares, 88,256 Class F Special Shares, 110,321 Class G Special Shares and 110,321 Class H Special Shares.
F11 Received in connection with the Business Combination in exchange for a stock option to acquire 873,385 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).