TMC the metals company Inc. Initial Statement of Beneficial Ownership

Accepted by SEC EDGAR 07/22/2025 - 04:01 PM EDT Learn about SEC filing dates

Insider Trade Summary

Holdings reported, no transactions

Holdings

Insider Hess Michael Bernard

Role Director

Type	Security	Shares	Price	Value
Holding	Stock Option (right to buy)	--	--	--
Holding	Class C Warrant (right to buy)	--	--	--
Holding	Common Shares	--	--	--

Holdings: Stock Option (right to buy) — 5,000,000 options (Direct); Class C Warrant (right to buy) — 3,333,333 warrants (Indirect, SS3H Ventures LLC); Common Shares — 3,333,333 shares (Indirect, SS3H Ventures LLC)

Footnotes (2)

1. F1. The Reporting Person is the sole member of SS3H Ventures LLC ("SS3H") and has voting and dispositive power over and may be deemed to beneficially own such securities held by SS3H.
2. F2. The Reporting Person holds 5,000,000 stock options which vest upon the achievement of certain market-based performance thresholds. The exercise of such options is subject to approval by the Issuer's shareholders of an increase in the number of common shares reserved for issuance under the Issuer's 2021 Incentive Equity Plan and the filing of a Registration Statement on Form S-8 registering such additional common shares.

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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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Hess Michael Bernard

(Last) (First) (Middle)

C/O TMC THE METALS COMPANY INC.

1111 WEST HASTINGS STREET, 15TH FLOOR

(Street)

VANCOUVER A1 V6E 2J3

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/16/2025

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	3,333,333	I	SS3H Ventures LLC(1)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	(2)	06/04/2029	Common Shares	5,000,000	$4.66	D
Class C Warrant (right to buy)	05/12/2025	05/12/2028	Common Shares	3,333,333	$4.5	I	SS3H Ventures LLC(1)

Explanation of Responses:

1. The Reporting Person is the sole member of SS3H Ventures LLC ("SS3H") and has voting and dispositive power over and may be deemed to beneficially own such securities held by SS3H.

2. The Reporting Person holds 5,000,000 stock options which vest upon the achievement of certain market-based performance thresholds. The exercise of such options is subject to approval by the Issuer's shareholders of an increase in the number of common shares reserved for issuance under the Issuer's 2021 Incentive Equity Plan and the filing of a Registration Statement on Form S-8 registering such additional common shares.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ Michelle Ancosky, Attorney-In-Fact	07/22/2025
	** 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.