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

Sep 10, 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: Sustainable Opportunities Holdings LLC (Former 10% holder)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-09-09	Common Shares	M	7410000	—	Acquired	7410000	Direct
2021-09-09	Common Shares	D	741000	—	Disposed	6669000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-09-09	Class B ordinary shares	$	M	7410000	Disposed		Class A ordinary shares (7410000)	Direct
2021-09-09	Class I Special Shares	$	A	500000	Acquired		Common Shares (500000)	Direct
2021-09-09	Class J Special Shares	$	A	741000	Acquired		Common Shares (741000)	Direct
2021-09-09	Warrants to purchase Common Shares	$11.50	J	9500000	Acquired		Common Shares (9500000)	Direct

Footnotes

F1: On September 9, 2021, Sustainable Opportunities Acquisition Corp. (the former name of the Issuer), consummated its initial business combination (the "Business Combination") with DeepGreen Metals Inc. In connection with the Business Combination, each Class B ordinary share automatically converted into one common share on a one-for-one basis.

F2: In connection with the Business Combination, the Reporting Person exchanged 741,000 common shares for Class I Special Shares and Class J Special Shares, each of which is automatically convertible into common shares on a one-for-one basis if the common shares trade for at least $50.00 per share, in the case of the Class I Special Shares, or $12.00 per share, in the case of the Class J Sponsor Shares, in each case on any twenty trading days in any thirty trading day period or in the event of certain changes of control.

F3: Pursuant to the private placement warrant purchase agreement between the Reporting Person and the Issuer, dated as of May 5, 2020, the Reporting Person purchased an aggregate of 9,500,000 private placement warrants to purchase Class A ordinary shares on a one-for-one basis. In connection with the Business Combination, the private placement warrants became exercisable for common shares on a one-for-one basis at a price of $11.50 per share. The private placement warrants may be exercised only during the period commencing 30 days after completion of the Business Combination and expire five years after the completion of the Business Combination or earlier upon redemption or liquidation.