Home/Filings/4/0001104659-23-091965

4//SEC Filing

Allseas Investments S.A. 4

Accession 0001104659-23-091965

CIK 0001798562other

View on SEC.gov Company Profile

Filed

Aug 14, 8:00 PM ET

Accepted

Aug 15, 4:16 PM ET

Size

21.5 KB

Accession

0001104659-23-091965

Insider Transaction Report

Form 4

Period: 2023-07-24

TMC the metals Co Inc.TMC

Allseas Group S.A.

10% Owner

Transactions

Exercise of In-Money
Common Shares
2023-07-24$0.01/sh+11,578,620$115,786→ 45,130,268 total
Purchase
Common Shares
2023-08-01+4,150,000→ 49,280,268 total
Purchase
Common Shares
2023-08-14+3,500,000→ 52,780,268 total
Exercise of In-Money
Allseas Warrant (right to buy)
2023-07-24−11,578,620→ 0 total
Exercise: $0.01From: 2022-11-11Exp: 2026-09-30→ Common Shares (11,578,620 underlying)
Purchase
Class A Warrants (right to buy)
2023-08-14+3,500,000→ 3,500,000 total
Exercise: $3.00From: 2023-08-14Exp: 2027-12-31→ Common Shares (1,750,000 underlying)

Holdings

Common Shares
1,000,000

Allseas Investments S.A.

10% Owner

Transactions

Purchase
Common Shares
2023-08-01+4,150,000→ 49,280,268 total
Purchase
Common Shares
2023-08-14+3,500,000→ 52,780,268 total
Exercise of In-Money
Allseas Warrant (right to buy)
2023-07-24−11,578,620→ 0 total
Exercise: $0.01From: 2022-11-11Exp: 2026-09-30→ Common Shares (11,578,620 underlying)
Purchase
Class A Warrants (right to buy)
2023-08-14+3,500,000→ 3,500,000 total
Exercise: $3.00From: 2023-08-14Exp: 2027-12-31→ Common Shares (1,750,000 underlying)
Exercise of In-Money
Common Shares
2023-07-24$0.01/sh+11,578,620$115,786→ 45,130,268 total

Holdings

Common Shares
1,000,000

Heerema Edward

10% Owner

Transactions

Exercise of In-Money
Common Shares
2023-07-24$0.01/sh+11,578,620$115,786→ 45,130,268 total
Purchase
Common Shares
2023-08-01+4,150,000→ 49,280,268 total
Purchase
Common Shares
2023-08-14+3,500,000→ 52,780,268 total
Exercise of In-Money
Allseas Warrant (right to buy)
2023-07-24−11,578,620→ 0 total
Exercise: $0.01From: 2022-11-11Exp: 2026-09-30→ Common Shares (11,578,620 underlying)
Purchase
Class A Warrants (right to buy)
2023-08-14+3,500,000→ 3,500,000 total
Exercise: $3.00From: 2023-08-14Exp: 2027-12-31→ Common Shares (1,750,000 underlying)

Holdings

Common Shares
1,000,000

Argentum Cedit Virtuti NV

10% Owner

Transactions

Exercise of In-Money
Common Shares
2023-07-24$0.01/sh+11,578,620$115,786→ 45,130,268 total
Purchase
Common Shares
2023-08-01+4,150,000→ 49,280,268 total
Purchase
Common Shares
2023-08-14+3,500,000→ 52,780,268 total
Exercise of In-Money
Allseas Warrant (right to buy)
2023-07-24−11,578,620→ 0 total
Exercise: $0.01From: 2022-11-11Exp: 2026-09-30→ Common Shares (11,578,620 underlying)
Purchase
Class A Warrants (right to buy)
2023-08-14+3,500,000→ 3,500,000 total
Exercise: $3.00From: 2023-08-14Exp: 2027-12-31→ Common Shares (1,750,000 underlying)

Holdings

Common Shares
1,000,000

Stichting Administratiekantoor Aequa Lance Foundation

10% Owner

Transactions

Exercise of In-Money
Common Shares
2023-07-24$0.01/sh+11,578,620$115,786→ 45,130,268 total
Purchase
Common Shares
2023-08-01+4,150,000→ 49,280,268 total
Purchase
Common Shares
2023-08-14+3,500,000→ 52,780,268 total
Exercise of In-Money
Allseas Warrant (right to buy)
2023-07-24−11,578,620→ 0 total
Exercise: $0.01From: 2022-11-11Exp: 2026-09-30→ Common Shares (11,578,620 underlying)
Purchase
Class A Warrants (right to buy)
2023-08-14+3,500,000→ 3,500,000 total
Exercise: $3.00From: 2023-08-14Exp: 2027-12-31→ Common Shares (1,750,000 underlying)

Holdings

Common Shares
1,000,000

Footnotes (4)

[F1]These securities are owned by Allseas Group S.A. ("Allseas"). Mr. Edward Heerema, the Administrateur President of Allseas, has sole authority over Allseas. Mr. Heerema, Allseas Investments S.A., ("Allseas Investments"), the majority parent of Allseas, Argentum Cedit Virtuti GCV ("ACV"), the parent of Allseas Investments, and Stichting Administratiekantoor Aequa Lance Foundation, the parent of ACV, may be deemed to have beneficial ownership of the shares owned by Allseas. Each of Mr. Heerema, Allseas Investments, ACV and Stichting Administratiekantoor Aequa Lance Foundation disclaims beneficial ownership over any securities directly held by Allseas, except to the extent of his or its respective pecuniary interest therein.
[F2]The issuer and Allseas entered into an Exclusive Vessel Use Agreement pursuant to which Allseas allocates the vessel Hidden Gem exclusively in support of the development of the Project Zero Offshore System until the system is completed on December 31, 2026, whichever is earlier. In consideration of the exclusivity term, the issuer will issue to Allseas these securities.
[F3]On August 14, 2023, Allseas acquired 3,500,000 shares of TMC Common Shares and accompanying Class A Warrants to purchase 1,750,000 shares of TMC Common Shares for a total purchase price of $7 million.
[F4]These securities are owned by ACV. Mr. Heerema may be deemed to have voting and investment power over the shares owned by ACV. Mr. Heerema disclaims beneficial ownership over any securities directly held by ACV, except to the extent of his pecuniary interest therein.

Documents

1 file

4
tm2323842-2_4seq1.xmlPrimary
OWNERSHIP DOCUMENT

Issuer

TMC the metals Co Inc.

CIK 0001798562

→

Entity typeother

IncorporatedSwitzerland

Related Parties

filerCIK 0001956334

Filing Metadata

Form type: 4
Filed: Aug 14, 8:00 PM ET
Accepted: Aug 15, 4:16 PM ET
Size: 21.5 KB

View on SEC.gov