Sec Form 4 Filing - Honour Scott @ TMC the metals Co Inc. - 2021-09-09

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 Honour Scott 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) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former Director (Last) (First) (Middle) C/O SUSTAINABLE OPPORTUNITIES ACQ CORP.,, 1601 BRYAN STREET, SUITE 4141 3. Date of Earliest Transaction (MM/DD/YY) 09/09/2021 (Street) DALLAS, TX75201 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 09/09/2021 M( 1 ) 7,410,000 A 7,410,000 I ( 4 ) By Sustainable Opportunities Holdings LLC Common Shares 09/09/2021 D( 2 ) 741,000 D 6,669,000 I ( 4 ) By Sustainable Opportunities Holdings LLC

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 Class B ordinary shares ( 1 ) 09/09/2021 M 7,410,000 ( 1 ) ( 1 ) Class A ordinary shares 7,410,000 ( 1 ) 0 I ( 4 ) By Sustainable Opportunities Holdings LLC Class I Special Shares ( 2 ) 09/09/2021 A 500,000 ( 2 ) ( 2 ) Common Shares 500,000 ( 2 ) 500,000 I ( 4 ) By Sustainable Opportunities Holdings LLC Class J Special Shares ( 2 ) 09/09/2021 A 741,000 ( 2 ) ( 2 ) Common Shares 741,000 ( 2 ) 741,000 I ( 4 ) By Sustainable Opportunities Holdings LLC Warrants to purchase Common Shares $ 11.5 09/09/2021 J( 3 ) 9,500,000 ( 3 ) ( 3 ) Common Shares 9,500,000 ( 3 ) 9,500,000 I ( 4 ) By Sustainable Opportunities Holdings LLC

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Honour Scott C/O SUSTAINABLE OPPORTUNITIES ACQ CORP., 1601 BRYAN STREET, SUITE 4141 DALLAS, TX75201 Former Director Signatures /s/ Scott Leonard as attorney-in-fact for Scott Honour 09/10/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On September 9, 2021, Sustainable Opportunities Acquisition Corp. (the former name of the Issuer), consummated its initial business combination (the "Business Combination") with DeepGreen Metals Inc. In connection with the Business Combination, each Class B ordinary share automatically converted into one common share on a one-for-one basis. ( 2 )In connection with the Business Combination, Sustainable Opportunities Holdings LLC (the "Sponsor") exchanged 741,000 common shares for Class I Special Shares and Class J Special Shares, each of which is automatically convertible into common shares on a one-for-one basis if the common shares trade for at least $50.00 per share, in the case of the Class I Special Shares, or $12.00 per share, in the case of the Class J Sponsor Shares, in each case on any twenty trading days in any thirty trading day period or in the event of certain changes of control. ( 3 )Pursuant to the private placement warrant purchase agreement between the Sponsor and the Issuer, dated as of May 5, 2020, the Sponsor purchased an aggregate of 9,500,000 private placement warrants to purchase Class A ordinary shares on a one-for-one basis. In connection with the Business Combination, the private placement warrants became exercisable for common shares on a one-for-one basis at a price of $11.50 per share. The private placement warrants may be exercised only during the period commencing 30 days after completion of the Business Combination and expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. ( 4 )The Reporting Person has voting and investment discretion with respect to certain securities held by the Sponsor and may be deemed to have shared beneficial ownership of such securities held directly by the Sponsor. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

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).

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