Sec Form 4 Filing - Dubas Adam @ Gatos Silver, Inc. - 2020-10-30

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 Dubas Adam 2. Issuer Name and Ticker or Trading Symbol Gatos Silver, Inc. [ GATO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Administrative Officer (Last) (First) (Middle) C/O GATOS SILVER, INC., 8400 E. CRESCENT PARKWAY, SUITE 600 3. Date of Earliest Transaction (MM/DD/YY) 10/30/2020 (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 10/30/2020 A 5,732 A $ 5.6 ( 1 ) 8,097 ( 2 ) D Common Stock 10/30/2020 P 2,000 A $ 7 10,097 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) $ 27.66 ( 3 ) 10/30/2022 Common Stock 5,750 5,750 D Employee Stock Option (Right to Buy) $ 27.66 ( 4 ) 02/16/2023 Common Stock 5,750 5,750 D Employee Stock Option (Right to Buy) $ 7 ( 5 ) 02/08/2025 Common Stock 10,000 10,000 D Employee Stock Option (Right to Buy) $ 7 ( 6 ) 12/23/2025 Common Stock 7,892 7,892 D Employee Stock Option (Right to Buy) $ 9 ( 7 ) 12/15/2026 Common Stock 15,000 15,000 D Employee Stock Option (Right to Buy) $ 9 ( 8 ) 12/05/2027 Common Stock 20,000 20,000 D Employee Stock Option (Right to Buy) $ 12 ( 9 ) 05/03/2029 Common Stock 25,000 25,000 D Employee Stock Option (Right to Buy) $ 12 ( 10 ) 01/20/2030 Common Stock 25,000 25,000 D Employee Stock Option (Right to Buy) $ 7 ( 11 ) 10/27/2030 Common Stock 75,000 75,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Dubas Adam C/O GATOS SILVER, INC. 8400 E. CRESCENT PARKWAY, SUITE 600 GREENWOOD VILLAGE, CO80111 Chief Administrative Officer Signatures /s/ Roger Johnson as Attorney-in Fact, for Adam Dubas 11/03/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of common stock acquired using deferrals of salary at a price equal to 80% of the price of shares sold in Gatos Silver, Inc.'s (the "Issuer") public offering, with the Reporting Person's account credited with a cash value of 125% of the reporting person's deferred salary. ( 2 )Reflects a reorganization (the "Reorganization") of the Issuer on October 30, 2020, in which Silver Opportunity Partners LLC ("SOP") became a wholly owned subsidiary of a newly created Delaware corporation named Silver Opportunity Partners Corporation ("SOP Corporation") and each share of the Issuer's common stock outstanding immediately prior to the Reorganization was exchanged for (i) approximately 0.39406 shares of Issuer common stock (subject to rounding to eliminate fractional shares) and (ii) approximately 0.10594 shares of common stock of SOP Corporation (subject to rounding to eliminate fractional shares). ( 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. ( 6 )These options were granted on December 23, 2015 and are fully vested. ( 7 )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. ( 8 )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. ( 9 )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. ( 10 )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. ( 11 )These options were granted on October 27, 2020 and vest in three equal annual installments on each of October 27, 2021, October 27, 2022 and October 27, 2023.

Remarks: Stock option exercise prices and outstanding shares have been adjusted to reflect a 1 for 2 reverse stock split affected on October 30, 2020 in connection with the Reorganization.

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.