| 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 |
|
|||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
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)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 09/09/2021 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
|||||||||||||||||||||||||
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 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 | 09/09/2021 | A | 33,076 | A | (1) | 33,076 | D | |||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 | 09/09/2021 | A | 1,157,862 | (2) | 06/01/2028 | Common Shares(3) | 1,157,862(3) | (4) | 1,157,862 | D | ||||
| Stock Option (right to buy) | $0.65 | 09/09/2021 | A | 165,751 | (5) | 03/06/2022 | Common Shares(6) | 165,751(6) | (7) | 165,751 | D | ||||
| Stock Option (right to buy) | $0.65 | 09/09/2021 | A | 505,630 | (8) | (8) | Common Shares(9) | 505,630(9) | (10) | 505,630 | D | ||||
| Class A Special Shares | (11) | 09/09/2021 | A | 722 | (11) | (11) | Common Shares | 722 | (11) | 722 | D | ||||
| Class B Special Shares | (11) | 09/09/2021 | A | 1,443 | (11) | (11) | Common Shares | 1,443 | (11) | 1,443 | D | ||||
| Class C Special Shares | (11) | 09/09/2021 | A | 1,443 | (11) | (11) | Common Shares | 1,443 | (11) | 1,443 | D | ||||
| Class D Special Shares | (11) | 09/09/2021 | A | 2,886 | (11) | (11) | Common Shares | 2,886 | (11) | 2,886 | D | ||||
| Class E Special Shares | (11) | 09/09/2021 | A | 2,886 | (11) | (11) | Common Shares | 2,886 | (11) | 2,886 | D | ||||
| Class F Special Shares | (11) | 09/09/2021 | A | 2,886 | (11) | (11) | Common Shares | 2,886 | (11) | 2,886 | D | ||||
| Class G Special Shares | (11) | 09/09/2021 | A | 3,608 | (11) | (11) | Common Shares | 3,608 | (11) | 3,608 | D | ||||
| Class H Special Shares | (11) | 09/09/2021 | A | 3,608 | (11) | (11) | Common Shares | 3,608 | (11) | 3,608 | D | ||||
| Explanation of Responses: |
| 1. 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. |
| 2. Fully vested as of January 1, 2019. |
| 3. 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. |
| 4. 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. |
| 5. Fully vested as of March 6, 2021. |
| 6. 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. |
| 7. 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. |
| 8. 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. |
| 9. 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. |
| 10. 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. |
| 11. 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/ Jaime Lee, Attorney-in-Fact | 09/13/2021 | |
| ** 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. | ||