Sec Form 4 Filing - Karkar Andrei @ 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 Karkar Andrei 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 X __ 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) 09/09/2021 (Street) VANCOUVER, A1V6C 2T5 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 A 39,621,909 A 39,621,909 I Eras Capital LLC ( 2 )

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 Stock Option (right to buy) $ 0.65 09/09/2021 A 578,931 ( 3 ) 06/01/2028 Common Shares ( 4 ) 578,931 ( 4 ) ( 5 ) 578,931 D Stock Option (right to buy) $ 0.52 09/09/2021 A 63,682 ( 6 ) 02/17/2026 Common Shares ( 7 ) 63,682 ( 7 ) ( 8 ) 63,682 D Stock Option (right to buy) $ 0.65 09/09/2021 A 126,407 ( 9 ) ( 9 ) Common Shares ( 10 ) 126,407 ( 10 ) ( 11 ) 126,407 D Class A Special Shares ( 12 ) 09/09/2021 A 864,493 ( 12 ) ( 12 ) Common Shares 864,493 ( 12 ) 864,493 I Eras Capital LLC ( 2 ) Class B Special Shares ( 12 ) 09/09/2021 A 1,728,985 ( 12 ) ( 12 ) Common Shares 1,728,985 ( 12 ) 1,728,985 I Eras Capital LLC ( 2 ) Class C Special Shares ( 12 ) 09/09/2021 A 1,728,985 ( 12 ) ( 12 ) Common Shares 1,728,985 ( 12 ) 1,728,985 I Eras Capital LLC ( 2 ) Class D Special Shares ( 12 ) 09/09/2021 A 3,457,970 ( 12 ) ( 12 ) Common Shares 3,457,970 ( 12 ) 3,457,970 I Eras Capital LLC ( 2 ) Class E Special Shares ( 12 ) 09/09/2021 A 3,457,970 ( 12 ) ( 12 ) Common Shares 3,457,970 ( 12 ) 3,457,970 I Eras Capital LLC ( 2 ) Class F Special Shares ( 12 ) 09/09/2021 A 3,457,970 ( 12 ) ( 12 ) Common Shares 3,457,970 ( 12 ) 3,457,970 I Eras Capital LLC ( 2 ) Class G Special Shares ( 12 ) 09/09/2021 A 4,322,463 ( 12 ) ( 12 ) Common Shares 4,322,463 ( 12 ) 4,322,463 I Eras Capital LLC ( 2 ) Class H Special Shares ( 12 ) 09/09/2021 A 4,322,463 ( 12 ) ( 12 ) Common Shares 4,322,463 ( 12 ) 4,322,463 I Eras Capital LLC ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Karkar Andrei C/O TMC THE METALS COMPANY INC. 595 HOWE STREET, 10TH FLOOR VANCOUVER, A1V6C 2T5 X X ERAS Capital LLC C/O TMC THE METALS COMPANY INC. 595 HOWE STREET, 10TH FLOOR VANCOUVER, A1V6C 2T5 X Signatures /s/ Jaime Lee, Attorney-in-Fact 09/13/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On September 9, 2021, Sustainable Opportunities Acquisition Corp. ("SOAC") (the former name of the Issuer), consummated its initial business combination (the "Business Combination") with DeepGreen Metals Inc. ("DeepGreen") and changed its name to "TMC the metals company Inc." or "TMC". In connection with the Business Combination, these Common Shares were received in exchange for 39,621,909 Class A ordinary shares of SOAC. ( 2 )The securities are held directly by ERAS Capital LLC ("ERAS"). The Reporting Person is the managing member of ERAS and shares voting and dispositive power over and may be deemed to beneficially own such securities held by ERAS. The Reporting Person disclaims beneficial ownership over any securities owned by ERAS other than to the extent of any pecuniary interest he may have therein. ( 3 )Fully vested as of September 1, 2019. ( 4 )Also includes the right to purchase 12,631 Class A Special Shares, 25,262 Class B Special Shares, 25,262 Class C Special Shares, 50,525 Class D Special Shares, 50,525 Class E Special Shares, 50,525 Class F Special Shares, 63,157 Class G Special Shares and 63,157 Class H Special Shares. ( 5 )Received in connection with the Business Combination in exchange for a stock option to acquire 500,000 shares of DeepGreen common stock for $0.75 per share. ( 6 )Fully vested as of February 17, 2021. ( 7 )Also includes the right to purchase 1,389 Class A Special Shares, 2,778 Class B Special Shares, 2,778 Class C Special Shares, 5,557 Class D Special Shares, 5,557 Class E Special Shares, 5,557 Class F Special Shares, 6,947 Class G Special Shares and 6,947 Class H Special Shares. ( 8 )Received in connection with the Business Combination in exchange for a stock option to acquire 55,000 shares of DeepGreen common stock for $0.60 per share. ( 9 )These stock options vest as follows, subject to continued service through each vesting threshold: (i) 25% if TMC's market capitalization equals or exceeds $3.0 billion; (ii) 35% if TMC's market capitalization equals or exceeds $6.0 billion; (iii) 20% if the International Seabed Authority grants an exploitation contract to TMC; and (iv) 20% upon the commencement of the first commercial production following the grant of the exploitation contract. These stock options are exercisable at any time until March 5 of the year following vesting of such stock option (any such date, the "Exercise Date"). These stock options expire on the day after the Exercise Date. ( 10 )Also includes the right to purchase 2,758 Class A Special Shares, 5,516 Class B Special Shares, 5,516 Class C Special Shares, 11,032 Class D Special Shares, 11,032 Class E Special Shares, 11,032 Class F Special Shares, 13,790 Class G Special Shares and 13,790 Class H Special Shares. ( 11 )Received in connection with the Business Combination in exchange for a stock option to acquire 109,173 shares of DeepGreen common stock for $0.75 per share. ( 12 )Each of the Class A Special Shares, the Class B Special Shares, the Class C Special Shares, the Class D Special Shares, the Class E Special Shares, the Class F Special Shares, the Class G Special Shares and the Class H Special Shares (collectively, the "Special Shares") automatically convert into Common Shares on a one for one basis, if on any twenty trading days within any thirty trading day period, the Common Shares trade for a price that is greater than or equal to the price threshold for such class of Special Shares (the "Price Threshold") described below, or in the event of certain changes of control. The Price Thresholds for the Special Shares are as follows: Class A Special Shares ($15.00), Class B Special Shares ($25.00), Class C Special Shares ($35.00), Class D Special Shares ($50.00), Class E Special Shares ($75.00), Class F Special Shares ($100.00), Class G Special Shares ($150.00), and Class H Special Shares ($200.00).

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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