TMC the metals Co Inc. — Director's Dealing 2021

Sep 13, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TMC the metals Co Inc. (TMC)
CIK: 0001798562
Period of Report: 2021-09-09

Reporting Person: Barron Gerard (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-09-09	Common Shares	A	14209752	—	Acquired	14209752	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-09-09	Stock Option (right to buy)	$0.65	A	3473586	Acquired	2028-06-01	Common Shares (3473586)	Direct
2021-09-09	Stock Option (right to buy)	$0.65	A	604458	Acquired	2028-06-01	Common Shares (604458)	Direct
2021-09-09	Stock Option (right to buy)	$0.65	A	2275334	Acquired	2028-06-01	Common Shares (2275334)	Direct
2021-09-09	Class A Special Shares	$	A	310037	Acquired		Common Shares (310037)	Direct
2021-09-09	Class B Special Shares	$	A	620072	Acquired		Common Shares (620072)	Direct
2021-09-09	Class C Special Shares	$	A	620072	Acquired		Common Shares (620072)	Direct
2021-09-09	Class D Special Shares	$	A	1240144	Acquired		Common Shares (1240144)	Direct
2021-09-09	Class E Special Shares	$	A	1240144	Acquired		Common Shares (1240144)	Direct
2021-09-09	Class F Special Shares	$	A	1240144	Acquired		Common Shares (1240144)	Direct
2021-09-09	Class G Special Shares	$	A	1550180	Acquired		Common Shares (1550180)	Direct
2021-09-09	Class H Special Shares	$	A	1550180	Acquired		Common Shares (1550180)	Direct

Footnotes

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 14,209,752 Class A ordinary shares of SOAC. Includes 231,572 Common Shares received in exchange for 231,572 Class B preferred shares of SOAC which automatically converted into Class A ordinary shares of SOAC on a one for one basis in connection with the closing of the Business Combination.

F2: Stock options exercisable for 578,931 common shares fully vested on January 1, 2019 and stock options exercisable for 2,894,655 common shares fully vested on January 1, 2021.

F3: Also includes the right to purchase 75,788 Class A Special Shares, 151,577 Class B Special Shares, 151,577 Class C Special Shares, 303,154 Class D Special Shares, 303,154 Class E Special Shares, 303,154 Class F Special Shares, 378,943 Class G Special Shares and 378,943 Class H Special Shares.

F4: Received in connection with the Business Combination in exchange for a stock option to acquire 3,000,000 shares of DeepGreen common stock for $0.75 per share.

F5: Fully vested as of March 4, 2021.

F6: Also includes the right to purchase 13,188 Class A Special Shares, 26,376 Class B Special Shares, 26,376 Class C Special Shares, 52,753 Class D Special Shares, 52,753 Class E Special Shares, 52,753 Class F Special Shares, 65,942 Class G Special Shares and 65,942 Class H Special Shares.

F7: Received in connection with the Business Combination in exchange for a stock option to acquire 522,047 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.

F9: Also includes the right to purchase 49,644 Class A Special Shares, 99,288 Class B Special Shares, 99,288 Class C Special Shares, 198,577 Class D Special Shares, 198,577 Class E Special Shares, 198,577 Class F Special Shares, 248,222 Class G Special Shares and 248,222 Class H Special Shares.

F10: Received in connection with the Business Combination in exchange for a stock option to acquire 1,965,117 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).