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: Leonard Scott Edward (Director)

Non-Derivative Transactions

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

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)	Indirect
2021-09-09	Class I Special Shares	$	A	500000	Acquired		Common Shares (500000)	Indirect
2021-09-09	Class J Special Shares	$	A	741000	Acquired		Common Shares (741000)	Indirect
2021-09-09	Warrants to purchase Common Shares	$11.50	J	9500000	Acquired		Common Shares (9500000)	Indirect

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, Sustainable Opportunities Holdings LLC (the "Sponsor") 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 Sponsor and the Issuer, dated as of May 5, 2020, the Sponsor 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.

F4: The Reporting Person has voting and investment discretion with respect to certain securities held by the Sponsor and may be deemed to have shared beneficial ownership of such securities held directly by the Sponsor. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.