Sec Form 4 Filing - Stryker Gina @ TMC the metals Co Inc. - 2021-12-24

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

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1. Name and Address of Reporting Person Stryker Gina 2. Issuer Name and Ticker or Trading Symbol TMC the metals Co Inc. [ TMC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O TMC THE METALS COMPANY INC.,, 595 HOWE STREET, 10TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 12/24/2021 (Street) VANCOUVER, A1V6C 2T5 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 Shares 06/01/2022 A 68,027( 1 ) A $ 0 227,643( 2 ) D Common Shares 295,344( 3 ) I By trusts( 3 )

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 Warrant to purchase Common Shares $ 11.5 12/24/2021 J 614,277 ( 4 )( 5 ) ( 4 )( 5 ) Common Shares 614,277 ( 4 )( 5 ) 209,221 D Warrant to purchase Common Shares ( 4 )( 5 ) ( 4 )( 5 ) ( 4 )( 5 ) Common Shares ( 4 )( 5 ) 405,056 I By trusts( 4 )( 5 ) Class I Special Shares ( 6 ) 12/24/2021 J 33,507 ( 6 ) ( 6 ) Common Shares 33,507 ( 6 ) 11,365 D Class I Special Shares ( 6 ) ( 6 ) ( 6 ) Common Shares ( 6 ) 22,142 I By trusts( 6 ) Class J Special Shares ( 7 ) 12/24/2021 J 49,659 ( 7 ) ( 7 ) Common Shares 49,659 ( 7 ) 16,843 D Class J Special Shares ( 7 ) ( 7 ) ( 7 ) Common Shares ( 7 ) 32,816 I By trusts( 7 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Stryker Gina C/O TMC THE METALS COMPANY INC., 595 HOWE STREET, 10TH FLOOR VANCOUVER, A1V6C 2T5 X Signatures /s/ Jeffrey Cohan, Attorney-in-Fact 07/18/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the Issuer's Nonemployee Director Compensation Policy, the Reporting Person was granted restricted stock units ("RSUs") under the Issuer's 2021 Equity Incentive Plan. Each RSU represents the right to receive one common share upon vesting. The RSU shall vest on the date of the Issuer's 2023 annual meeting of shareholders, subject to the Reporting Person's continued service through the vesting date. ( 2 )Includes 151,584 Common Shares received in a pro rata distribution from Sustainable Opportunities Holdings LLC, in which the Reporting Person does not have a controlling interest, to its members on December 24, 2022. ( 3 )Consists of (i) 147,672 Common Shares held by the Gina Thomas Stryker 2008 Children's Trust U/A DTD 12/09/2008 JRT and (ii) 147,672 Common Shares held by the Gina Thomas Stryker 2008 Children's Trust U/A DTD 12/09/2008 MET, in each case, received in a pro rata distribution from Sustainable Opportunities Holdings LLC, in which the Reporting Person does not have a controlling interest, to its members on December 24, 2022. The Reporting Person is the trustee of each of these trusts. ( 4 )(i) warrants to purchase 209,221 Common Shares held by the Reporting Person, (ii) warrants to purchase 202,528 Common Shares held by the Gina Thomas Stryker 2008 Children's Trust U/A DTD 12/09/2008 JRT and (iii) warrants to purchase 202,528 Common Shares held by the Gina Thomas Stryker 2008 Children's Trust U/A DTD 12/09/2008 MET, in each case, were received in a pro rata distribution from Sustainable Opportunities Holdings LLC, in which the Reporting Person does not have a controlling interest, to its members on December 24, 2022. ( 5 )The Reporting Person is the trustee of each of these trusts. The warrants are subject to the Warrant Agreement dated as of May 8, 2020 between the Issuer and Continental Stock Transfer & Trust Company, as warrant agent, and may be exercised only during the period commencing 30 days after September 9, 2021, the completion of the initial business combination (the "Business Combination") of Sustainable Opportunities Acquisition Corp. (the former name of the Issuer) with DeepGreen Metals Inc. and expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. ( 6 )(i) 11,365 Class I Special Shares held by the Reporting Person, (ii) 11,071 Class I Special Shares held by the Gina Thomas Stryker 2008 Children's Trust U/A DTD 12/09/2008 JRT and (iii) 11,071 Class I Special Shares held by the Gina Thomas Stryker 2008 Children's Trust U/A DTD 12/09/2008 MET, in each case, were received in a pro rata distribution from Sustainable Opportunities Holdings LLC, in which the Reporting Person does not have a controlling interest, to its members on December 24, 2022. The Reporting Person is the trustee of each of these trusts. The Class I Special Shares are automatically convertible into Common Shares on a one-for-one basis if the Common Shares trade for at least $50.00 per share on any twenty trading days in any thirty trading day period or in the event of certain changes of control. ( 7 )(i) 16,843 Class J Special Shares held by the Reporting Person, (ii) 16,408 Class J Special Shares held by the Gina Thomas Stryker 2008 Children's Trust U/A DTD 12/09/2008 JRT and (iii) 16,408 Class J Special Shares held by the Gina Thomas Stryker 2008 Children's Trust U/A DTD 12/09/2008 MET, in each case, were received in a pro rata distribution from Sustainable Opportunities Holdings LLC, in which the Reporting Person does not have a controlling interest, to its members on December 24, 2022. The Reporting Person is the trustee of each of these trusts. The Class J Special Shares are automatically convertible into Common Shares on a one-for-one basis if the Common Shares trade for at least $12.00 per share on any twenty trading days in any thirty trading day period or in the event of certain changes of control.

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