SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Greig Andrew Carlyle

(Last)

(First)

(Middle)

C/O TMC THE METALS COMPANY INC.,

595 HOWE STREET, 10TH FLOOR

(Street)

VANCOUVER

V6C 2T5

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/29/2022

3. Issuer Name and Ticker or Trading Symbol
TMC the metals Co Inc. [ TMC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	4,095,827	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽¹⁾	09/09/2023	Common Shares⁽²⁾	11,578	$0.52	D
Stock Option (right to buy)	⁽¹⁾	09/09/2023	Common Shares⁽³⁾	578,931	$2.6	D
Stock Option (right to buy)	⁽¹⁾	06/01/2028	Common Shares⁽⁴⁾	126,407	$0.65	D
Class A Special Shares	⁽⁵⁾	⁽⁵⁾	Common Shares	89,365	⁽⁵⁾	D
Class B Special Shares	⁽⁵⁾	⁽⁵⁾	Common Shares	178,729	⁽⁵⁾	D
Class C Special Shares	⁽⁵⁾	⁽⁵⁾	Common Shares	178,729	⁽⁵⁾	D
Class D Special Shares	⁽⁵⁾	⁽⁵⁾	Common Shares	357,459	⁽⁵⁾	D
Class E Special Shares	⁽⁵⁾	⁽⁵⁾	Common Shares	357,459	⁽⁵⁾	D
Class F Special Shares	⁽⁵⁾	⁽⁵⁾	Common Shares	357,459	⁽⁵⁾	D
Class G Special Shares	⁽⁵⁾	⁽⁵⁾	Common Shares	446,824	⁽⁵⁾	D
Class H Special Shares	⁽⁵⁾	⁽⁵⁾	Common Shares	446,824	⁽⁵⁾	D

Explanation of Responses:

1. Fully vested.

2. Also includes the right to purchase 252 Class A Special Shares, 505 Class B Special Shares, 505 Class C Special Shares, 1,010 Class D Special Shares, 1,010 Class E Special Shares, 1,010 Class F Special Shares, 1,263 Class G Special Shares and 1,263 Class H Special Shares. See also Note 5.

3. Also includes the right to purchase 12,631 Class A Special Shares, 25,262 Class B Special Shares, 25,262 Class C Special Shares, 50,525 Class D Special Shares, 50,525 Class E Special Shares, 50,525 Class F Special Shares, 63,157 Class G Special Shares and 63,157 Class H Special Shares. See also Note 5.

4. Also includes the right to purchase 2,758 Class A Special Shares, 5,516 Class B Special Shares, 5,516 Class C Special Shares, 11,032 Class D Special Shares, 11,032 Class E Special Shares, 11,032 Class F Special Shares, 13,790 Class G Special Shares and 13,790 Class H Special Shares. See also Note 5.

5. 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).

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ Jeffrey Cohan, Attorney-in-Fact	10/12/2022
	** Signature of Reporting Person	Date
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 5 (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.