Statement of Changes in Beneficial Ownership (4)
December 28 2021 - 5:31PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Karkar Andrei |
2. Issuer Name and Ticker or Trading Symbol
TMC the metals Co Inc.
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TMC
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O TMC THE METALS COMPANY INC.,, 595 HOWE STREET, 10TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/24/2021 |
(Street)
VANCOUVER, A1 V6C 2T5
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Shares | 12/24/2021 | | P | | 748957 | A | $2.00 | 42620976 | I | Eras Capital LLC (1) |
Common Shares | | | | | | | | 8032 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Warrants to purchase Common Shares | $11.50 | 12/24/2021 | | P (2) | | 1414716 | | (2) | (2) | Common Shares | 1414716 | (2) | 1414716 | I | Eras Capital LLC (1) |
Explanation of Responses: |
(1) | The securities are held directly by ERAS Capital LLC ("ERAS"). The Reporting Person is the managing member of ERAS and shares voting and dispositive power over and may be deemed to beneficially own such securities held by ERAS. The Reporting Person disclaims beneficial ownership over any securities owned by ERAS other than to the extent of any pecuniary interest he may have therein. |
(2) | On December 24, 2021, ERAS Capital LLC purchased warrants to purchase an aggregate of 1,414,716 Common Shares, which warrants are subject to the Warrant Agreement dated as of May 8, 2020 between the Issuer and Continental Stock Transfer & Trust Company, as warrant agent, in privately negotiated transactions for an aggregate purchase price of $481,003.34. The warrants may be exercised only during the period commencing 30 days after the September 9, 2021 completion of the initial business combination (the "Business Combination") of Sustainable Opportunities Acquisition Corp. (the former name of the Issuer) with DeepGreen Metals Inc. and expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Karkar Andrei C/O TMC THE METALS COMPANY INC., 595 HOWE STREET, 10TH FLOOR VANCOUVER, A1 V6C 2T5 | X | X |
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ERAS Capital LLC C/O TMC THE METALS COMPANY INC. 595 HOWE STREET, 10TH FLOOR VANCOUVER, A1 V6C 2T5 |
| X |
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Signatures
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/s/ Jeffrey Cohan, Attorney-in-Fact | | 12/28/2021 |
**Signature of Reporting Person | Date |
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