O'Sullivan Anthony 4

Accession 0001104659-25-084942

CIK 0001798562other

View on SEC.gov Company Profile

Filed

Aug 27, 8:00 PM ET

Accepted

Aug 28, 8:00 PM ET

Size

34.3 KB

Accession

0001104659-25-084942

Insider Transaction Report

Form 4

Period: 2025-05-27

TMC the metals Co Inc.TMC

O'Sullivan Anthony

Chief Development Officer

Transactions

Sale
Common Shares
2025-06-09$4.20/sh−50,000$210,000→ 185,110 total(indirect: By Trust)
Exercise/Conversion
Class B Special Shares
2025-08-26+10,909→ 10,909 total
→ Common Shares (10,909 underlying)
Exercise/Conversion
Class F Special Shares
2025-08-26+21,818→ 21,818 total
→ Common Shares (21,818 underlying)
Exercise/Conversion
Class H Special Shares
2025-08-26+27,272→ 27,272 total
→ Common Shares (27,272 underlying)
Exercise/Conversion
Stock Option (right to buy)
2025-08-26−250,000→ 761,259 total
Exercise: $0.65Exp: 2028-06-01→ Common Shares (1,011,259 underlying)
Exercise/Conversion
Class C Special Shares
2025-08-26+10,909→ 10,909 total
→ Common Shares (10,909 underlying)
Sale
Common Shares
2025-06-20$7.09/sh−185,110$1,313,170→ 0 total(indirect: By Trust)
Exercise/Conversion
Class A Special Shares
2025-08-26+5,454→ 5,454 total
→ Common Shares (5,454 underlying)
Exercise/Conversion
Class D Special Shares
2025-08-26+21,818→ 21,818 total
→ Common Shares (21,818 underlying)
Exercise/Conversion
Class G Special Shares
2025-08-26+27,272→ 27,272 total
→ Common Shares (27,272 underlying)
Sale
Common Shares
2025-08-26$5.25/sh−250,000$1,312,500→ 1,125,667 total
Exercise/Conversion
Common Shares
2025-08-26$0.65/sh+250,000$162,500→ 1,375,667 total
Sale
Common Shares
2025-05-27$4.78/sh−100,000$478,000→ 235,110 total(indirect: By Trust)
Exercise/Conversion
Class E Special Shares
2025-08-26+21,818→ 21,818 total
→ Common Shares (21,818 underlying)

Footnotes (8)

[F1]Represents the exercise of stock options to purchase 250,000 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 5,454 Class A Special Shares, 10,909 Class B Special Shares, 10,909 Class C Special Shares, 21,818 Class C Special Shares, 21,818 Class E Special Shares, 21,818 Class F Special Shares, 27,272 Class G Special Shares and 27,272 Class H Special Shares for no additional consideration.
[F2]This number updates information included in the Form 4 filed for the Reporting Person on November 29, 2023 to reflect the sale of an additional 50,000 common shares on November 17, 2023 and the amount of securities beneficially owned following the reported transaction as 335,110 (as opposed to 385,110).
[F3]The Reporting Person is the sole director of JOZEM Pty Ltd., which is the trustee of The O'Sullivan Family Trust No. 1.
[F4]The price reflects the average selling price of the common shares sold. These common shares were sold in multiple transactions at prices ranging from $6.85 to $7.25 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.
[F5]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.
[F6]Also includes the right to purchase 16,609 Class A Special Shares, 33,219 Class B Special Shares, 33,219 Class C Special Shares, 66,438 Class D Special Shares, 66,438 Class E Special Shares, 66,438 Class F Special Shares, 83,048 Class G Special Shares and 83,048 Class H Special Shares.
[F7]Received in connection with the Business Combination in exchange for a stock option to acquire 873,385 shares of DeepGreen common stock for $0.75 per share.
[F8]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).

Documents

1 file

4
tm2524641-1_4seq1.xmlPrimary
OWNERSHIP DOCUMENT

Issuer

TMC the metals Co Inc.

CIK 0001798562

→

Entity typeother

Related Parties

filerCIK 0001874198

Filing Metadata

Form type: 4
Filed: Aug 27, 8:00 PM ET
Accepted: Aug 28, 8:00 PM ET
Size: 34.3 KB

View on SEC.gov