Form 4 for TMC TMC the metals Co Inc.
Accepted 2021-09-13 00:00:00 ET · period of report 2021-09-09 · accession 0001213900-21-047785 · 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 | 2021-09-13 | 2021-09-09 | TMC | ILVES Erika | Head of Strategy, Bus. Devt | A - Grant | — | +30.7K | 30.7K | New | — |
| D | 2021-09-13 | 2021-09-09 | TMC | ILVES Erika | Head of Strategy, Bus. Devt | A - Grant | — | +217.1K | 217.1K | New | — |
| DM | 2021-09-13 | 2021-09-09 | TMC | ILVES Erika | Head of Strategy, Bus. Devt | A - Grant | — | +2.50M | 262.1K | 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 | A | A | 30,682 | — | 30,682 | I | — | — | (F2) In connection with the closing of the transactions contemplated by the Business Combination, these Common Shares were received in exchange for 30,682 Class A ordinary shares of SOAC. The Reporting Person disclaims beneficial ownership over any securities reported except to the extent of her pecuniary interest therein, if any. |
| 2 | Common | Common Shares | 2021-09-09 | A | A | 217,099 | — | 217,099 | D By children | — | — | (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 217,099 Class A ordinary shares of SOAC. |
| 3 | Derivative | Class H Special Shares | 2021-09-09 | A | A | 23,683 | — | 23,683 | D | — · — to — | 23,683 Common Shares | (F12) 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). |
| 4 | Derivative | Class G Special Shares | 2021-09-09 | A | A | 23,683 | — | 23,683 | D | — · — to — | 23,683 Common Shares | (F12) 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). |
| 5 | Derivative | Class F Special Shares | 2021-09-09 | A | A | 18,947 | — | 18,947 | D | — · — to — | 18,947 Common Shares | (F12) 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). |
| 6 | Derivative | Class E Special Shares | 2021-09-09 | A | A | 18,947 | — | 18,947 | D | — · — to — | 18,947 Common Shares | (F12) 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). |
| 7 | Derivative | Class D Special Shares | 2021-09-09 | A | A | 18,947 | — | 18,947 | D | — · — to — | 18,947 Common Shares | (F12) 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). |
| 8 | Derivative | Class C Special Shares | 2021-09-09 | A | A | 9,473 | — | 9,473 | D | — · — to — | 9,473 Common Shares | (F12) 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). |
| 9 | Derivative | Class B Special Shares | 2021-09-09 | A | A | 9,473 | — | 9,473 | D | — · — to — | 9,473 Common Shares | (F12) 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). |
| 10 | Derivative | Class A Special Shares | 2021-09-09 | A | A | 4,737 | — | 4,737 | D | — · — to — | 4,737 Common Shares | (F12) 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). |
| 11 | Derivative | Stock Option (right to buy) | 2021-09-09 | A | A | 1,011,259 | — | 1,011,259 | D | $0.65 · — to 2028-06-01 | 1,011,259 Common Shares | (F11) Received in connection with the Business Combination in exchange for a stock option to acquire 873,385 shares of DeepGreen common stock for $0.75 per share. (F9) 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. |
| 12 | Derivative | Stock Option (right to buy) | 2021-09-09 | A | A | 1,099,968 | — | 1,099,968 | D | $0.65 · — to 2028-06-01 | 1,099,968 Common Shares | (F5) Received in connection with the Business Combination in exchange for a stock option to acquire 950,000 shares of DeepGreen common stock for $0.75 per share. (F3) Fully vested as of September 1, 2020. |
| 13 | Derivative | Stock Option (right to buy) | 2021-09-09 | A | A | 262,109 | — | 262,109 | D | $0.65 · — to 2028-06-01 | 262,109 Common Shares | (F8) Received in connection with the Business Combination in exchange for a stock option to acquire 226,374 shares of DeepGreen common stock for $0.75 per share. (F6) Fully vested as of March 6, 2021. |