Chief Strategy Officer Ilves Erika sold $9,182,868 worth of shares (1,591,485 units at $5.77), was granted 2,000,000 shares and exercised 1,614,892 shares at a strike of $0.65, increasing direct ownership by 74% to 4,760,684 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) 09/22/2025 | ||||||||||||||||||||||||||
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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 | 09/22/2025 | S | 1,591,485 | D | $5.77(1) | 1,145,792 | D | |||
| Common Shares | 09/23/2025 | A(2) | 2,000,000 | A | $0.00 | 3,145,792 | D | |||
| Common Shares | 09/24/2025 | M(3) | 1,099,968 | A | $0.65 | 4,245,760 | D | |||
| Common Shares | 09/24/2025 | M(4) | 262,109 | A | $0.65 | 4,507,869 | D | |||
| Common Shares | 09/24/2025 | M(5) | 252,815 | A | $0.65 | 4,760,684 | D | |||
| Common Shares | 30,682 | I | By children | |||||||
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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 | 09/24/2025 | M(3) | 1,099,968 | (6) | 06/01/2028 | Common Shares(7) | 1,099,968(7) | (8) | 0 | D | ||||
| Stock Option (right to buy) | $0.65 | 09/24/2025 | M(4) | 262,109 | (9) | 06/01/2028 | Common Shares(10) | 262,109(10) | (8) | 0 | D | ||||
| Stock Option (right to buy) | $0.65 | 09/24/2025 | M(5) | 252,815 | (11) | 06/01/2028 | Common Shares(12) | 252,815(12) | (8) | 758,444(13) | D | ||||
| Class A Special Shares | (14) | 09/24/2025 | M(15) | 35,233 | (14) | (14) | Common Shares | 35,233 | (14) | 39,970 | D | ||||
| Class B Special Shares | (14) | 09/24/2025 | M(15) | 70,468 | (14) | (14) | Common Shares | 70,468 | (14) | 79,941 | D | ||||
| Class C Special Shares | (14) | 09/24/2025 | M(15) | 70,468 | (14) | (14) | Common Shares | 70,468 | (14) | 79,941 | D | ||||
| Class D Special Shares | (14) | 09/24/2025 | M(15) | 140,937 | (14) | (14) | Common Shares | 140,937 | (14) | 159,884 | D | ||||
| Class E Special Shares | (14) | 09/24/2025 | M(15) | 140,937 | (14) | (14) | Common Shares | 140,937 | (14) | 159,884 | D | ||||
| Class F Special Shares | (14) | 09/24/2025 | M(15) | 140,937 | (14) | (14) | Common Shares | 140,937 | (14) | 159,884 | D | ||||
| Class G Special Shares | (14) | 09/24/2025 | M(15) | 176,172 | (14) | (14) | Common Shares | 176,172 | (14) | 199,855 | D | ||||
| Class H Special Shares | (14) | 09/24/2025 | M(15) | 176,172 | (14) | (14) | Common Shares | 176,172 | (14) | 199,855 | D | ||||
| Explanation of Responses: |
| 1. The price reflects the average selling price of the common shares sold. These common shares were sold in multiple transactions at prices ranging from $5.68 to $5.91 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. |
| 2. Consists of restricted stock units ("RSUs"). Each RSU represents the right to receive one common share ("Share") upon vesting. The RSUs were granted pursuant to the Issuer's long-term retention plan and vest, subject to the Reporting Person's continued employment through September 1, 2029 (the "Retention Date"), as follows: (i) 50% upon the trailing 30-day average closing price of the Shares (the "Average Share Price") reaching $10.00 on or before April 16, 2029, and (ii) 50% upon the Average Share Price reaching $12.50 on or before April 16, 2029. Shares received upon settlement of the RSUs may not be sold or otherwise transferred prior to the Retention Date. |
| 3. Represents the exercise of stock options to purchase 1,099,968 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 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 for no additional consideration. |
| 4. Represents the exercise of stock options to purchase 262,109 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 5,718 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 for no additional consideration. |
| 5. Represents the exercise of stock options to purchase 252,815 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 5,516 Class A Special Shares, 11,032 Class B Special Shares, 11,032 Class C Special Shares, 22,064 Class D Special Shares, 22,064 Class E Special Shares, 22,064 Class F Special Shares, 27,580 Class G Special Shares and 27,580 Class H Special Shares for no additional consideration. |
| 6. Was fully vested as of September 1, 2020. |
| 7. Also included the right to purchase 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") set forth in Footnote 3 above. |
| 8. Received by the Reporting Person in connection with the September 9, 2021 business combination transaction as described in the Form 4 submitted by the Reporting Person on September 13, 2021. |
| 9. Was fully vested as of March 6, 2021. |
| 10. Also included the right to purchase the Special Shares set forth in Footnote 4 above. |
| 11. 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. |
| 12. Also included the right to purchase the Special Shares set forth in Footnote 5 above. |
| 13. Also includes the right to purchase 16,548 Class A Special Shares, 33,096 Class B Special Shares, 33,096 Class C Special Shares, 66,192 Class D Special Shares, 66,192 Class E Special Shares, 66,192 Class F Special Shares, 82,741 Class G Special Shares and 82,741 Class H Special Shares. |
| 14. 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 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). |
| 15. Represents the aggregate amount of the specified class of Special Shares acquired upon the exercise of stock options referenced in Footnotes 3, 4 and 5 above. |
| /s/ Michelle Ancosky. Attorney-In-Fact | 09/24/2025 | |
| ** 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. | ||