Chief Financial Officer Shesky Craig converted options into 354,164 shares and was granted 245,536 shares, increasing direct ownership by 67% to 1,499,419 units (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) 03/20/2025 | ||||||||||||||||||||||||||
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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 | 03/20/2025 | M | 187,662(1) | A | $0.00 | 1,087,381(2) | D | |||
| Common Shares | 03/20/2025 | M | 166,502(3) | A | $0.00 | 1,253,883 | D | |||
| Common Shares | 03/20/2025 | A | 245,536(4) | A | $0.00 | 1,499,419 | D | |||
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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 | ||||||||
| Restricted Stock Units | (5) | 03/20/2025 | M | 187,662 | (6) | (6) | Common Shares | 187,662 | $0.00 | 187,662 | D | ||||
| Restricted Stock Units | (5) | 03/20/2025 | M | 166,502 | (7) | (7) | Common Shares | 166,502 | $0.00 | 333,003 | D | ||||
| Restricted Stock Units | (5) | 03/20/2025 | A | 625,125 | (8) | (8) | Common Shares | 625,125 | $0.00 | 625,125 | D | ||||
| Explanation of Responses: |
| 1. Consists of restricted stock units ("RSUs") that converted to common shares on a one-to-one basis. The RSUs were granted on March 20, 2023 and 1/3 vested on March 20, 2024 and 1/3 vested on March 20, 2025. The remaining RSUs will vest on March 20, 2026, subject to continued service through such date. |
| 2. This number updates information included in the Form 4 filed for the reporting person on November 27, 2024, to reflect the amount of securities beneficially owned following the reported transaction as 899,719 (as opposed to 977,844). |
| 3. Consists of RSUs that converted to common shares on a one-to-one basis. The RSUs were granted on March 20, 2024 and 1/3 vested on March 20, 2025. The remaining RSUs will vest as follows, subject to continued service through each vesting date: 1/3 of the total award on March 20, 2026 and the remaining amount on March 20, 2027. |
| 4. Represents common shares underlying RSUs granted on March 20, 2025. 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. |
| 5. Each RSU represents the right to receive one common share upon vesting. |
| 6. 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 "2023 Grant Date"), 1/3 on the second anniversary of the 2023 Grant Date and 1/3 on the third anniversary of the 2023 Grant Date. 2/3 of the RSUs have vested and have been settled as of the date hereof. |
| 7. 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, 2024 (the "2024 Grant Date"), 1/3 on the second anniversary of the 2024 Grant Date and 1/3 on the third anniversary of the 2024 Grant Date. 1/3 of the RSUs have vested and have been settled as of the date hereof. |
| 8. 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, 2025 (the "2025 Grant Date"), 1/3 on the second anniversary of the 2025 Grant Date and 1/3 on the third anniversary of the 2025 Grant Date. |
| Remarks: |
| Exhibit 24.1 - Power of Attorney |
| /s/ Michelle Ancosky, Attorney-In-Fact | 03/24/2025 | |
| ** 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. | ||