ILVES Erika 4

Accession 0001104659-25-093050

CIK 0001798562other

View on SEC.gov Company Profile

Filed

Sep 23, 8:00 PM ET

Accepted

Sep 24, 9:05 PM ET

Size

41.3 KB

Accession

0001104659-25-093050

Insider Transaction Report

Form 4

Period: 2025-09-22

TMC the metals Co Inc.TMC

ILVES Erika

Chief Strategy Officer

Transactions

Award
Common Shares
2025-09-23+2,000,000→ 3,145,792 total
Exercise/Conversion
Stock Option (right to buy)
2025-09-24−1,099,968→ 0 total
Exercise: $0.65Exp: 2028-06-01→ Common Shares (1,099,968 underlying)
Exercise/Conversion
Class F Special Shares
2025-09-24+140,937→ 159,884 total
→ Common Shares (140,937 underlying)
Exercise/Conversion
Class H Special Shares
2025-09-24+176,172→ 199,855 total
→ Common Shares (176,172 underlying)
Exercise/Conversion
Stock Option (right to buy)
2025-09-24−262,109→ 0 total
Exercise: $0.65Exp: 2028-06-01→ Common Shares (262,109 underlying)
Exercise/Conversion
Class E Special Shares
2025-09-24+140,937→ 159,884 total
→ Common Shares (140,937 underlying)
Exercise/Conversion
Class G Special Shares
2025-09-24+176,172→ 199,855 total
→ Common Shares (176,172 underlying)
Exercise/Conversion
Class D Special Shares
2025-09-24+140,937→ 159,884 total
→ Common Shares (140,937 underlying)
Sale
Common Shares
2025-09-22$5.77/sh−1,591,485$9,182,868→ 1,145,792 total
Exercise/Conversion
Class A Special Shares
2025-09-24+35,233→ 39,970 total
→ Common Shares (35,233 underlying)
Exercise/Conversion
Class C Special Shares
2025-09-24+70,468→ 79,941 total
→ Common Shares (70,468 underlying)
Exercise/Conversion
Common Shares
2025-09-24$0.65/sh+1,099,968$714,979→ 4,245,760 total
Exercise/Conversion
Common Shares
2025-09-24$0.65/sh+262,109$170,371→ 4,507,869 total
Exercise/Conversion
Common Shares
2025-09-24$0.65/sh+252,815$164,330→ 4,760,684 total
Exercise/Conversion
Stock Option (right to buy)
2025-09-24−252,815→ 758,444 total
Exercise: $0.65Exp: 2028-06-01→ Common Shares (252,815 underlying)
Exercise/Conversion
Class B Special Shares
2025-09-24+70,468→ 79,941 total
→ Common Shares (70,468 underlying)

Holdings

Common Shares
(indirect: By Children)
30,682

Footnotes (15)

[F1]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.
[F10]Also included the right to purchase the Special Shares set forth in Footnote 4 above.
[F11]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.
[F12]Also included the right to purchase the Special Shares set forth in Footnote 5 above.
[F13]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.
[F14]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).
[F15]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.
[F2]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.
[F3]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.
[F4]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.
[F5]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.
[F6]Was fully vested as of September 1, 2020.
[F7]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.
[F8]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.
[F9]Was fully vested as of March 6, 2021.

Documents

1 file

4
tm2526857-3_4seq1.xmlPrimary
OWNERSHIP DOCUMENT

Issuer

TMC the metals Co Inc.

CIK 0001798562

→

Entity typeother

Related Parties

filerCIK 0001878778

Filing Metadata

Form type: 4
Filed: Sep 23, 8:00 PM ET
Accepted: Sep 24, 9:05 PM ET
Size: 41.3 KB

View on SEC.gov