Sec Form 3 Filing - Johnson Roger @ 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 Johnson Roger 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) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial 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 100,000 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 Employee Stock Option (Right to Buy) $ 13.83 ( 1 ) 10/30/2022 Common Stock 138,750 D Employee Stock Option (Right to Buy) $ 13.83 ( 2 ) 02/16/2023 Common Stock 138,750 D Employee Stock Option (Right to Buy) $ 3.5 ( 3 ) 02/08/2025 Common Stock 170,000 D Employee Stock Option (Right to Buy) $ 3.5 ( 4 ) 12/23/2025 Common Stock 134,167 D Employee Stock Option (Right to Buy) $ 4.5 ( 5 ) 12/15/2026 Common Stock 145,000 D Employee Stock Option (Right to Buy) $ 4.5 ( 6 ) 12/05/2027 Common Stock 150,000 D Employee Stock Option (Right to Buy) $ 6 ( 7 ) 05/03/2029 Common Stock 150,000 D Employee Stock Option (Right to Buy) $ 6 ( 8 ) 01/20/2030 Common Stock 150,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Johnson Roger C/O GATOS SILVER, INC. 8400 E. CRESCENT PARKWAY, SUITE 600 GREENWOOD VILLAGE, CO80111 Chief Financial Officer Signatures /s/ Roger Johnson 10/27/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These options were granted on October 30, 2012 and are fully vested. ( 2 )These options were granted on February 16, 2013 and are fully vested. ( 3 )These options were granted on February 8, 2015 and are fully vested. ( 4 )These options were granted on December 23, 2015 and are fully vested. ( 5 )These options were granted on August 31, 2017. Three quarters of these options have vested and the remaining 1/4th vests on December 15, 2020. ( 6 )(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. ( 7 )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. ( 8 )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 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).

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