Gatos Silver (GATO) Form 4 Gatos Silver / Karl L Hanneman ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Hanneman Karl L

(Last) (First) (Middle)

C/O GATOS SILVER, INC.

925 WEST GEORGIA STREET - SUITE 910

(Street)

VANCOUVER A1 V6C 3L2

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
01/16/2025

4. If Amendment, Date of 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

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		10,000(1)	D	(1)	0	I	By KNH Trust
Common Stock	01/16/2025		D		48,151(2)	D	(2)	0	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 (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 Securities Underlying Derivative Security (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: 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)	$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)	$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

Explanation of Responses:

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.

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