Gatos Silver Inc.

01/17/2025 | Press release | Distributed by Public on 01/17/2025 16:48

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
PEAT DAVID W
2. Issuer Name and Ticker or Trading Symbol
Gatos Silver, Inc. [GATO] 		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 GATOS SILVER, INC., 925 WEST GEORGIA STREET - SUITE 910 		3. Date of Earliest Transaction (Month/Day/Year)
01/16/2025
(Street)
VANCOUVER, A1 V6C 3L2 		4. If Amendment, Date Original Filed (Month/Day/Year)
 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 01/16/2025 D 4,475(1) D (1) 0 D
Common Stock 01/16/2025 D 81,235(2) D (2) 0 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year) 		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) $7 01/16/2025 D 10,000 (3) 02/08/2025 Common Stock 10,000 (3) 0 D
Stock Option (Right to Buy) $7 01/16/2025 D 15,785 (3) 12/23/2025 Common Stock 15,785 (3) 0 D
Stock Option (Right to Buy $9 01/16/2025 D 15,000 (3) 12/15/2026 Common Stock 15,000 (3) 0 D
Stock Option (Right to Buy $9 01/16/2025 D 15,500 (3) 12/05/2027 Common Stock 15,500 (3) 0 D
Stock Option (Right to Buy $12 01/16/2025 D 15,500 (3) 05/03/2029 Common Stock 15,500 (3) 0 D
Stock Option (Right to Buy) $12 01/16/2025 D 23,250 (3) 01/20/2030 Common Stock 23,250 (3) 0 D
Stock Option (Right to Buy) $12 01/16/2025 D 5,833 (3) 01/20/2030 Common Stock 5,833 (3) 0 D
Stock Option (Right to Buy) $18.03 01/16/2025 D 4,013 (3) 06/22/2031 Common Stock 4,013 (3) 0 D
Stock Option (Right to Buy) $5.04 01/16/2025 D 12,545 (3) 09/11/2033 Common Stock 12,545 (3) 0 D
Stock Option (Right to Buy) $4.74 01/16/2025 D 19,175 (3) 11/09/2033 Common Stock 19,175 (3) 0 D
Stock Option (Right to Buy) $15.34 01/16/2025 D 4,988 (3) 12/09/2034 Common Stock 4,988 (3) 0 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PEAT DAVID W
C/O GATOS SILVER, INC.
925 WEST GEORGIA STREET - SUITE 910
VANCOUVER, A1 V6C 3L2 		X

Signatures

/s/ Stephen Bodley as Attorney-in-Fact for David Peat 01/16/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Disposed of pursuant to the Agreement and Plan of Merger, dated as of September 5, 2024 (the "Merger Agreement"), by and among Gatos Silver, Inc. (the "Issuer"), First Majestic Silver Corp. ("First Majestic") and Ocelot Transaction Corporation, a wholly-owned subsidiary of First Majestic ("Merger Sub"), whereby Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving entity and a wholly-owned subsidiary of First Majestic (the "Merger"). Under the terms of the Merger Agreement, at the effective time of the Merger, each share of the Issuer's common stock, par value $0.001 per share (the "Common Stock"), issued and outstanding prior to the Merger was converted into the right to receive 2.55 First Majestic common shares (the "Merger Consideration") and cash in lieu of any fractional First Majestic common shares.
(2) Represents shares underlying deferred stock units ("DSUs") of the Issuer, which were fully vested on the grant date. Pursuant to the Merger Agreement, each DSU beneficially owned by the Reporting Person will settle for the right to receive the Merger Consideration.
(3) Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding Issuer stock option beneficially owned by the Reporting Person, whether vested or unvested, was assumed by First Majestic and converted into options to acquire First Majestic Common Shares (the "Converted Options"). The Converted Options are subject to the same terms and conditions that were applicable to them prior to the Merger, except that (i) the Converted Options relate to common shares of First Majestic, and (ii) the number of First Majestic common shares subject to the Converted Options and the exercise prices thereof were determined based upon the exchange ratio pursuant to the Merger Agreement.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.