Chief Development Officer O'Sullivan Anthony exercised 250,000 shares at a strike of $0.65 and sold $3,313,670 worth of shares (585,110 units at $5.66) (SEC Form 4)
$TMC
Metal Mining
Basic Materials
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TMC the metals Co Inc. [ TMC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/27/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Shares | 08/26/2025 | M(1) | 250,000 | A | $0.65 | 1,375,667 | D | |||
| Common Shares | 08/26/2025 | S | 250,000 | D | $5.25 | 1,125,667 | D | |||
| Common Shares | 05/27/2025 | S | 100,000 | D | $4.78 | 235,110(2) | I | JOZEM Pty Ltd., Trustee of the O'Sullivan Family Trust No. 1(3) | ||
| Common Shares | 06/09/2025 | S | 50,000 | D | $4.2 | 185,110 | I | JOZEM Pty Ltd., Trustee of the O'Sullivan Family Trust No. 1(3) | ||
| Common Shares | 06/20/2025 | S | 185,110 | D | $7.094(4) | 0 | I | JOZEM Pty Ltd., Trustee of the O'Sullivan Family Trust No. 1(3) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) | $0.65 | 08/26/2025 | M(1) | 250,000 | (5) | 06/01/2028 | Common Shares(6) | 1,011,259 | (7) | 761,259 | D | ||||
| Class A Special Shares | (8) | 08/26/2025 | M(1) | 5,454 | (8) | (8) | Common Shares | 5,454 | (1) | 5,454 | D | ||||
| Class B Special Shares | (8) | 08/26/2025 | M(1) | 10,909 | (8) | (8) | Common Shares | 10,909 | (1) | 10,909 | D | ||||
| Class C Special Shares | (8) | 08/26/2025 | M(1) | 10,909 | (8) | (8) | Common Shares | 10,909 | (1) | 10,909 | D | ||||
| Class D Special Shares | (8) | 08/26/2025 | M(1) | 21,818 | (8) | (8) | Common Shares | 21,818 | (1) | 21,818 | D | ||||
| Class E Special Shares | (8) | 08/26/2025 | M(1) | 21,818 | (8) | (8) | Common Shares | 21,818 | (1) | 21,818 | D | ||||
| Class F Special Shares | (8) | 08/26/2025 | M(1) | 21,818 | (8) | (8) | Common Shares | 21,818 | (1) | 21,818 | D | ||||
| Class G Special Shares | (8) | 08/26/2025 | M(1) | 27,272 | (8) | (8) | Common Shares | 27,272 | (1) | 27,272 | D | ||||
| Class H Special Shares | (8) | 08/26/2025 | M(1) | 27,272 | (8) | (8) | Common Shares | 27,272 | (1) | 27,272 | D | ||||
| Explanation of Responses: |
| 1. Represents the exercise of stock options to purchase 250,000 common shares for cash at an exercise price of $0.65 per common share. In accordance with the terms of the stock options, the Reporting Person was also issued 5,454 Class A Special Shares, 10,909 Class B Special Shares, 10,909 Class C Special Shares, 21,818 Class C Special Shares, 21,818 Class E Special Shares, 21,818 Class F Special Shares, 27,272 Class G Special Shares and 27,272 Class H Special Shares for no additional consideration. |
| 2. This number updates information included in the Form 4 filed for the Reporting Person on November 29, 2023 to reflect the sale of an additional 50,000 common shares on November 17, 2023 and the amount of securities beneficially owned following the reported transaction as 335,110 (as opposed to 385,110). |
| 3. The Reporting Person is the sole director of JOZEM Pty Ltd., which is the trustee of The O'Sullivan Family Trust No. 1. |
| 4. The price reflects the average selling price of the common shares sold. These common shares were sold in multiple transactions at prices ranging from $6.85 to $7.25 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. |
| 5. These stock options vest in increments upon the occurrence of certain milestones, subject to continued service through each milestone, as previously disclosed in the Form 4 submitted by the Reporting Person on September 13, 2021. |
| 6. Also includes the right to purchase 16,609 Class A Special Shares, 33,219 Class B Special Shares, 33,219 Class C Special Shares, 66,438 Class D Special Shares, 66,438 Class E Special Shares, 66,438 Class F Special Shares, 83,048 Class G Special Shares and 83,048 Class H Special Shares. |
| 7. 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. |
| 8. 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). |
| /s/ Michelle Ancosky, Attorney-In-Fact | 08/28/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||