New insider Hess Michael Bernard claimed ownership of 3,333,333 shares (SEC Form 3)
$TMC
Metal Mining
Basic Materials
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 06/16/2025 |
3. Issuer Name and Ticker or Trading Symbol
TMC the metals Co Inc. [ TMC ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Shares | 3,333,333 | I | SS3H Ventures LLC(1) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Option (right to buy) | (2) | 06/04/2029 | Common Shares | 5,000,000 | $4.66 | D | |
| Class C Warrant (right to buy) | 05/12/2025 | 05/12/2028 | Common Shares | 3,333,333 | $4.5 | I | SS3H Ventures LLC(1) |
| Explanation of Responses: |
| 1. The Reporting Person is the sole member of SS3H Ventures LLC ("SS3H") and has voting and dispositive power over and may be deemed to beneficially own such securities held by SS3H. |
| 2. The Reporting Person holds 5,000,000 stock options which vest upon the achievement of certain market-based performance thresholds. The exercise of such options is subject to approval by the Issuer's shareholders of an increase in the number of common shares reserved for issuance under the Issuer's 2021 Incentive Equity Plan and the filing of a Registration Statement on Form S-8 registering such additional common shares. |
| Remarks: |
| Exhibit 24.1 - Power of Attorney |
| /s/ Michelle Ancosky, Attorney-In-Fact | 07/22/2025 | |
| ** 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 5 (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. | ||