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

Role
Chief Ocean Scientist
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, 07:40 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 +33.1K 33.1K 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 +1.16M 1.16M Sep 9, 2021 Common Shares 1.16M $0.65 Direct F2, F3, F4
transaction TMC Stock Option (right to buy) Award +166K 166K Sep 9, 2021 Common Shares 166K $0.65 Direct F5, F6, F7
transaction TMC Stock Option (right to buy) Award +506K 506K Sep 9, 2021 Common Shares 506K $0.65 Direct F8, F9, F10
transaction TMC Class A Special Shares Award +722 722 Sep 9, 2021 Common Shares 722 Direct F11
transaction TMC Class B Special Shares Award +1.44K 1.44K Sep 9, 2021 Common Shares 1.44K Direct F11
transaction TMC Class C Special Shares Award +1.44K 1.44K Sep 9, 2021 Common Shares 1.44K Direct F11
transaction TMC Class D Special Shares Award +2.89K 2.89K Sep 9, 2021 Common Shares 2.89K Direct F11
transaction TMC Class E Special Shares Award +2.89K 2.89K Sep 9, 2021 Common Shares 2.89K Direct F11
transaction TMC Class F Special Shares Award +2.89K 2.89K Sep 9, 2021 Common Shares 2.89K Direct F11
transaction TMC Class G Special Shares Award +3.61K 3.61K Sep 9, 2021 Common Shares 3.61K Direct F11
transaction TMC Class H Special Shares Award +3.61K 3.61K Sep 9, 2021 Common Shares 3.61K Direct F11
* 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 33,076 Class A ordinary shares of SOAC.
F2 Fully vested as of January 1, 2019.
F3 Also includes the right to purchase 25,262 Class A Special Shares, 50,525 Class B Special Shares, 50,525 Class C Special Shares, 101,051 Class D Special Shares, 101,051 Class E Special Shares, 101,051 Class F Special Shares, 126,314 Class G Special Shares and 126,314 Class H Special Shares.
F4 Received in connection with the Business Combination in exchange for a stock option to acquire 1,000,000 shares of DeepGreen common stock for $0.75 per share.
F5 Fully vested as of March 6, 2021.
F6 Also includes the right to purchase 3,616 Class A Special Shares, 7,232 Class B Special Shares, 7,232 Class C Special Shares, 14,465 Class D Special Shares, 14,465 Class E Special Shares, 14,465 Class F Special Shares, 18,082 Class G Special Shares and 18,082 Class H Special Shares.
F7 Received in connection with the Business Combination in exchange for a stock option to acquire 143,153 shares of DeepGreen common stock for $0.75 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 11,032 Class A Special Shares, 22,064 Class B Special Shares, 22,064 Class C Special Shares, 44,128 Class D Special Shares, 44,128 Class E Special Shares, 44,128 Class F Special Shares, 55,160 Class G Special Shares and 55,160 Class H Special Shares.
F10 Received in connection with the Business Combination in exchange for a stock option to acquire 436,693 shares of DeepGreen common stock for $0.75 per share.
F11 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).