Sec Form 4 Filing - Sustainable Opportunities Holdings LLC @ 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 Sustainable Opportunities Holdings LLC 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 10% holder (Last) (First) (Middle) 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 D Common Shares 09/09/2021 D( 2 ) 741,000 D 6,669,000 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 Class B ordinary shares ( 1 ) 09/09/2021 M 7,410,000 ( 1 ) ( 1 ) Class A ordinary shares 7,410,000 ( 1 ) 0 D Class I Special Shares ( 2 ) 09/09/2021 A 500,000 ( 2 ) ( 2 ) Common Shares 500,000 ( 2 ) 500,000 D Class J Special Shares ( 2 ) 09/09/2021 A 741,000 ( 2 ) ( 2 ) Common Shares 741,000 ( 2 ) 741,000 D 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 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sustainable Opportunities Holdings LLC 1601 BRYAN STREET, SUITE 4141 DALLAS, TX75201 Former 10% holder Signatures /s/ Scott Leonard as Manager 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, the Reporting Person 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 Reporting Person and the Issuer, dated as of May 5, 2020, the Reporting Person 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.

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