Form 4 for TMC TMC the metals Co Inc.
Accepted 2021-09-13 00:00:00 ET · period of report 2021-09-09 · accession 0001213900-21-047793 · 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 | O'Sullivan Anthony | Chief Development Off | A - Grant | — | +575.1K | 575.1K | New | — |
| DMI | 2021-09-13 | 2021-09-09 | TMC | O'Sullivan Anthony | Chief Development Off | A - Grant | — | +338.8K | 25.1K | New | — |
| DM | 2021-09-13 | 2021-09-09 | TMC | O'Sullivan Anthony | Chief Development Off | A - Grant | — | +1.70M | 467.0K | 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 | 575,110 | — | 575,110 | I JOZEM Pty Ltd., Trustee of the O'Sullivan Family Trust No 1 | — | — | (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 575,110 Class A ordinary shares of SOAC. (F2) Anthony O'Sullivan is the sole director of JOZEM Pty Ltd. which is the trustee of The O'Sullivan Family Trust No. 1. |
| 2 | Derivative | Class H Special Shares | 2021-09-09 | A | A | 62,740 | — | 62,740 | I | — · — to — | 62,740 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). |
| 3 | Derivative | Class G Special Shares | 2021-09-09 | A | A | 62,740 | — | 62,740 | I | — · — to — | 62,740 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 F Special Shares | 2021-09-09 | A | A | 50,192 | — | 50,192 | I | — · — to — | 50,192 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 E Special Shares | 2021-09-09 | A | A | 50,192 | — | 50,192 | I JOZEM Pty Ltd., Trustee of the O'Sullivan Family Trust No 1 | — · — to — | 50,192 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). (F2) Anthony O'Sullivan is the sole director of JOZEM Pty Ltd. which is the trustee of The O'Sullivan Family Trust No. 1. |
| 6 | Derivative | Class D Special Shares | 2021-09-09 | A | A | 50,192 | — | 50,192 | I JOZEM Pty Ltd., Trustee of the O'Sullivan Family Trust No 1 | — · — to — | 50,192 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). (F2) Anthony O'Sullivan is the sole director of JOZEM Pty Ltd. which is the trustee of The O'Sullivan Family Trust No. 1. |
| 7 | Derivative | Class C Special Shares | 2021-09-09 | A | A | 25,096 | — | 25,096 | I JOZEM Pty Ltd., Trustee of the O'Sullivan Family Trust No 1 | — · — to — | 25,096 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). (F2) Anthony O'Sullivan is the sole director of JOZEM Pty Ltd. which is the trustee of The O'Sullivan Family Trust No. 1. |
| 8 | Derivative | Class A Special Shares | 2021-09-09 | A | A | 12,548 | — | 12,548 | I JOZEM Pty Ltd., Trustee of the O'Sullivan Family Trust No 1 | — · — to — | 12,548 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). (F2) Anthony O'Sullivan is the sole director of JOZEM Pty Ltd. which is the trustee of The O'Sullivan Family Trust No. 1. |
| 9 | Derivative | Stock Option (right to buy) | 2021-09-09 | A | A | 1,011,259 | — | 1,011,259 | D JOZEM Pty Ltd., Trustee of the O'Sullivan Family Trust No 1 | $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. (F2) Anthony O'Sullivan is the sole director of JOZEM Pty Ltd. which is the trustee of The O'Sullivan Family Trust No. 1. (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. |
| 10 | Derivative | Stock Option (right to buy) | 2021-09-09 | A | A | 218,707 | — | 218,707 | D JOZEM Pty Ltd., Trustee of the O'Sullivan Family Trust No 1 | $0.65 · — to 2028-06-01 | 218,707 Common Shares | (F8) Received in connection with the Business Combination in exchange for a stock option to acquire 188,889 shares of DeepGreen common stock for $0.75 per share. (F2) Anthony O'Sullivan is the sole director of JOZEM Pty Ltd. which is the trustee of The O'Sullivan Family Trust No. 1. (F6) Fully vested as of March 4, 2021. |
| 11 | Derivative | Class B Special Shares | 2021-09-09 | A | A | 25,096 | — | 25,096 | I JOZEM Pty Ltd., Trustee of the O'Sullivan Family Trust No 1 | — · — to — | 25,096 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). (F2) Anthony O'Sullivan is the sole director of JOZEM Pty Ltd. which is the trustee of The O'Sullivan Family Trust No. 1. |
| 12 | Derivative | Stock Option (right to buy) | 2021-09-09 | A | A | 466,965 | — | 466,965 | D JOZEM Pty Ltd., Trustee of the O'Sullivan Family Trust No 1 | $0.65 · — to 2028-06-01 | 466,965 Common Shares | (F5) Received in connection with the Business Combination in exchange for a stock option to acquire 403,300 shares of DeepGreen common stock for $0.75 per share. (F2) Anthony O'Sullivan is the sole director of JOZEM Pty Ltd. which is the trustee of The O'Sullivan Family Trust No. 1. (F3) Fully vested as of June 1, 2020. |