Form 4 for TMC TMC the metals Co Inc.

Accepted 2021-09-10 00:00:00 ET · period of report 2021-09-09 · accession 0001213900-21-047505 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X	Filed	Traded	Ticker	Insider	Title	Type	Price	Qty	Owned	ΔOwn	Value
DI	2021-09-10	2021-09-09	TMC	Leonard Scott Edward	Dir	M - OptEx	—	+7.41M	7.41M	New	—
DI	2021-09-10	2021-09-09	TMC	Leonard Scott Edward	Dir	D - Sale to Iss	—	-741.0K	6.67M	-10%	—
DI	2021-09-10	2021-09-09	TMC	Leonard Scott Edward	Dir	M - OptEx	—	-7.41M	0	-100%	—
DMI	2021-09-10	2021-09-09	TMC	Leonard Scott Edward	Dir	A - Grant	—	+1.24M	741.0K	New	—
DI	2021-09-10	2021-09-09	TMC	Leonard Scott Edward	Dir	J - Other	—	+9.50M	9.50M	New	—

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#	Table	Security	Date	Code	A/D	Shares	Price	Owned after	Own	Exercise / expiry	Underlying	Footnotes
1	Common	Common Shares	2021-09-09	M	A	7,410,000	—	7,410,000	I By Sustainable Opportunities Holdings LLC	—	—	(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. (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.
2	Common	Common Shares	2021-09-09	D	D	741,000	—	6,669,000	I By Sustainable Opportunities Holdings LLC	—	—	(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. (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.
3	Derivative	Class B ordinary shares	2021-09-09	M	D	7,410,000	—	0	I By Sustainable Opportunities Holdings LLC	— · — to —	7,410,000 Class A ordinary shares	(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. (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.
4	Derivative	Class I Special Shares	2021-09-09	A	A	500,000	—	500,000	I By Sustainable Opportunities Holdings LLC	— · — to —	500,000 Common Shares	(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. (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.
5	Derivative	Class J Special Shares	2021-09-09	A	A	741,000	—	741,000	I By Sustainable Opportunities Holdings LLC	— · — to —	741,000 Common Shares	(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. (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.
6	Derivative	Warrants to purchase Common Shares	2021-09-09	J	A	9,500,000	—	9,500,000	I By Sustainable Opportunities Holdings LLC	$11.50 · — to —	9,500,000 Common Shares	(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.