Stone Gregory 4

Accession 0001213900-21-047797

CIK 0001798562other

View on SEC.gov Company Profile

Filed

Sep 12, 8:00 PM ET

Accepted

Sep 13, 7:40 PM ET

Size

32.2 KB

Accession

0001213900-21-047797

Insider Transaction Report

Form 4

Period: 2021-09-09

TMC the metals Co Inc.TMC

Stone Gregory

Chief Ocean Scientist

Transactions

Award
Stock Option (right to buy)
2021-09-09+1,157,862→ 1,157,862 total
Exercise: $0.65Exp: 2028-06-01→ Common Shares (1,157,862 underlying)
Award
Class A Special Shares
2021-09-09+722→ 722 total
→ Common Shares (722 underlying)
Award
Class E Special Shares
2021-09-09+2,886→ 2,886 total
→ Common Shares (2,886 underlying)
Award
Class F Special Shares
2021-09-09+2,886→ 2,886 total
→ Common Shares (2,886 underlying)
Award
Class H Special Shares
2021-09-09+3,608→ 3,608 total
→ Common Shares (3,608 underlying)
Award
Common Shares
2021-09-09+33,076→ 33,076 total
Award
Class C Special Shares
2021-09-09+1,443→ 1,443 total
→ Common Shares (1,443 underlying)
Award
Class G Special Shares
2021-09-09+3,608→ 3,608 total
→ Common Shares (3,608 underlying)
Award
Class B Special Shares
2021-09-09+1,443→ 1,443 total
→ Common Shares (1,443 underlying)
Award
Stock Option (right to buy)
2021-09-09+165,751→ 165,751 total
Exercise: $0.65Exp: 2022-03-06→ Common Shares (165,751 underlying)
Award
Stock Option (right to buy)
2021-09-09+505,630→ 505,630 total
Exercise: $0.65→ Common Shares (505,630 underlying)
Award
Class D Special Shares
2021-09-09+2,886→ 2,886 total
→ Common Shares (2,886 underlying)

Footnotes (11)

[F1]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.
[F10]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.
[F11]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).
[F2]Fully vested as of January 1, 2019.
[F3]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.
[F4]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.
[F5]Fully vested as of March 6, 2021.
[F6]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.
[F7]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.
[F8]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.
[F9]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.

Documents

1 file

4
ownership.xmlPrimary

Issuer

TMC the metals Co Inc.

CIK 0001798562

→

Entity typeother

Related Parties

filerCIK 0001874441

Filing Metadata

Form type: 4
Filed: Sep 12, 8:00 PM ET
Accepted: Sep 13, 7:40 PM ET
Size: 32.2 KB

View on SEC.gov