Sec Form 4 Filing - Shesky Craig @ TMC the metals Co Inc. - 2025-03-20

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Shesky Craig
2. Issuer Name and Ticker or Trading Symbol
TMC the metals Co Inc. [ TMC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last) (First) (Middle)
C/O TMC THE METALS COMPANY INC.,, 1111 WEST HASTINGS STREET, 15TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
03/20/2025
(Street)
VANCOUVER, A1V6E 2J3
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Shares 03/20/2025 M 187,662 ( 1 ) A $ 0 1,087,381 ( 2 ) D
Common Shares 03/20/2025 M 166,502 ( 3 ) A $ 0 1,253,883 D
Common Shares 03/20/2025 A 245,536 ( 4 ) A $ 0 1,499,419 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Restricted Stock Units ( 5 ) 03/20/2025 M 187,662 ( 6 ) ( 6 ) Common Shares 187,662 $ 0 187,662 D
Restricted Stock Units ( 5 ) 03/20/2025 M 166,502 ( 7 ) ( 7 ) Common Shares 166,502 $ 0 333,003 D
Restricted Stock Units ( 5 ) 03/20/2025 A 625,125 ( 8 ) ( 8 ) Common Shares 625,125 $ 0 625,125 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Shesky Craig
C/O TMC THE METALS COMPANY INC.,
1111 WEST HASTINGS STREET, 15TH FLOOR
VANCOUVER, A1V6E 2J3
Chief Financial Officer
Signatures
/s/ Michelle Ancosky, Attorney-In-Fact 03/24/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Consists of restricted stock units ("RSUs") that converted to common shares on a one-to-one basis. The RSUs were granted on March 20, 2023 and 1/3 vested on March 20, 2024 and 1/3 vested on March 20, 2025. The remaining RSUs will vest on March 20, 2026, subject to continued service through such date.
( 2 )This number updates information included in the Form 4 filed for the reporting person on November 27, 2024, to reflect the amount of securities beneficially owned following the reported transaction as 899,719 (as opposed to 977,844).
( 3 )Consists of RSUs that converted to common shares on a one-to-one basis. The RSUs were granted on March 20, 2024 and 1/3 vested on March 20, 2025. The remaining RSUs will vest as follows, subject to continued service through each vesting date: 1/3 of the total award on March 20, 2026 and the remaining amount on March 20, 2027.
( 4 )Represents common shares underlying RSUs granted on March 20, 2025. Each RSU represents the right to receive one common share upon vesting. The RSUs were granted and vested upon issuance as part of the Issuer's short-term incentive plan.
( 5 )Each RSU represents the right to receive one common share upon vesting.
( 6 )The RSUs were granted as part of the Issuer's long-term incentive plan and vest over a three year period as follows, subject to continued service through each vesting date: 1/3 on the first anniversary of March 20, 2023 (the "2023 Grant Date"), 1/3 on the second anniversary of the 2023 Grant Date and 1/3 on the third anniversary of the 2023 Grant Date. 2/3 of the RSUs have vested and have been settled as of the date hereof.
( 7 )The RSUs were granted as part of the Issuer's long-term incentive plan and vest over a three year period as follows, subject to continued service through each vesting date: 1/3 on the first anniversary of March 20, 2024 (the "2024 Grant Date"), 1/3 on the second anniversary of the 2024 Grant Date and 1/3 on the third anniversary of the 2024 Grant Date. 1/3 of the RSUs have vested and have been settled as of the date hereof.
( 8 )The RSUs were granted as part of the Issuer's long-term incentive plan and vest over a three year period as follows, subject to continued service through each vesting date: 1/3 on the first anniversary of March 20, 2025 (the "2025 Grant Date"), 1/3 on the second anniversary of the 2025 Grant Date and 1/3 on the third anniversary of the 2025 Grant Date.

Remarks:
Exhibit 24.1 - Power of Attorney

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.