Sec Form 3 Filing - Orr Stephen A. @ Sunshine Silver Mining & Refining Corp - 2020-10-27

FORM 3 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

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1. Name and Address of Reporting Person Orr Stephen A. 2. Issuer Name and Ticker or Trading Symbol Sunshine Silver Mining & Refining Corp [ GATO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O GATOS SILVER, INC., 8400 E. CRESCENT PARKWAY, SUITE 600 3. Date of Earliest Transaction (MM/DD/YY) 10/27/2020 (Street) GREENWOOD VILLAGE, CO80111 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 Stock 231,527 I By Cast Management 401(k) Trust ( 1 ) Common Stock 130,892 I By 49 North LLC ( 2 )

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 Employee Stock Option (Right to Buy) $ 13.83 ( 3 ) 10/30/2022 Common Stock 600,000 D Employee Stock Option (Right to Buy) $ 13.83 ( 4 ) 02/16/2023 Common Stock 600,000 D Employee Stock Option (Right to Buy) $ 3.5 ( 5 ) 02/08/2025 Common Stock 290,000 I By wife ( 5 ) Employee Stock Option (Right to Buy) $ 3.5 ( 6 ) 12/23/2025 Common Stock 228,873 I By wife ( 6 ) Employee Stock Option (Right to Buy) $ 4.5 ( 7 ) 12/15/2026 Common Stock 249,769 D Employee Stock Option (Right to Buy) $ 4.5 ( 8 ) 12/15/2026 Common Stock 231 I By wife ( 8 ) Employee Stock Option (Right to Buy) $ 4.5 ( 9 ) 12/05/2027 Common Stock 252,000 D Employee Stock Option (Right to Buy) $ 6 ( 10 ) 05/03/2029 Common Stock 252,000 D Employee Stock Option (Right to Buy) $ 6 ( 11 ) 01/20/2030 Common Stock 252,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Orr Stephen A. C/O GATOS SILVER, INC. 8400 E. CRESCENT PARKWAY, SUITE 600 GREENWOOD VILLAGE, CO80111 X Chief Executive Officer Signatures /s/ Roger Johnson as Attorney-in Fact, for Stephen Orr 10/27/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest. ( 2 )The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest. ( 3 )These options were granted on October 30, 2012 and are fully vested. ( 4 )These options were granted on February 16, 2013 and are fully vested. ( 5 )These options were granted on February 8, 2015 and are fully vested. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest. ( 6 )These options were granted on December 23, 2015 and are fully vested. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest. ( 7 )These options were granted on August 31, 2017. 187,269 of these options have vested and the remaining options vest on December 15, 2020. ( 8 )These options were granted on August 31, 2017 and are fully vested. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest. ( 9 )These options were granted on December 6, 2017. One half of these options have vested and the remaining one-half vests in equal installments on each of December 5, 2020 and December 5, 2021. ( 10 )These options were granted on May 3, 2019. One fourth of these options have vested and the remaining three fourths vest in equal installments on each of December 14, 2020, December 14, 2021 and December 14, 2022. ( 11 )These options were granted on January 20, 2020. These options vest in three equal installments on each of January 20, 2021, January 20, 2022 and January 20, 2023.

Reminder: Report on a separate line for each class of securities beneficially owned directly or ind irectly.

* 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).

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