ESOF II GP Form 4 Change in insider ownership

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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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^*

Electrum Silver US LLC

(Last) (First) (Middle)

535 MADISON AVENUE, 12TH FLOOR

(Street)

NEW YORK NY 10022

(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)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	08/18/2021		S		65,333	D	$14	17,894,672	D(1)(2)
Common Stock	08/18/2021		S		15,004	D	$14	4,109,704	D(2)(3)

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

1. Name and Address of Reporting Person^*

Electrum Silver US LLC

(Last) (First) (Middle)

535 MADISON AVENUE, 12TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Electrum Silver US II LLC

(Last) (First) (Middle)

C/O THE ELECTRUM GROUP LLC

535 MADISON AVENUE, 12TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Electrum Strategic Opportunities Fund II GP L.P.

(Last) (First) (Middle)

535 MADISON AVENUE, 12TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ESOF II GP Ltd.

(Last) (First) (Middle)

535 MADISON AVENUE, 12TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Electrum Group LLC

(Last) (First) (Middle)

535 MADISON AVENUE, 12TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Electrum Strategic Management LLC

(Last) (First) (Middle)

535 MADISON AVENUE, 12TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Electrum Strategic Opportunities Fund II L.P.

(Last) (First) (Middle)

535 MADISON AVENUE, 12TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ELECTRUM GLOBAL HOLDINGS L.P.

(Last) (First) (Middle)

535 MADISON AVENUE, 12TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TEG Global GP Ltd.

(Last) (First) (Middle)

535 MADISON AVENUE, 12TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Explanation of Responses:

1. These securities are owned directly by Electrum Silver US LLC ("ESUS"). Electrum Strategic Management LLC ("ESM") is the manager of ESUS. ESM is wholly owned by Electrum Global Holdings L.P. ("Global Holdco"), and TEG Global GP Ltd. ("TEG Global") is the general partner of Global Holdco. The Electrum Group LLC ("TEG") acts as an investment advisor to Global Holdco. As a result, ESM, Global Holdco, TEG Global and TEG may be deemed to beneficially own shares of the Company's common stock held by ESUS.

2. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each reporting person disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that such reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

3. These securities are owned directly by Electrum Silver US II LLC ("ESUS II"). Electrum Strategic Opportunities Fund II L.P. ("ESOF II") owns 99% of ESUS II, and ESM is the manager of ESUS II. ESM is wholly owned by Global Holdco, and TEG Global is the general partner of Global Holdco. The general partner of ESOF II is Electrum Strategic Opportunities Fund II GP L.P. ("ESOF II GP L.P."), and the general partner of ESOF II GP L.P. is ESOF II GP Ltd. ("ESOF II GP"). ESOF II GP is wholly owned by Global Holdco. TEG acts as an investment advisor to ESOF II. As a result, ESOF II, ESM, Global Holdco, TEG Global, ESOF II GP L.P. and ESOF II GP may be deemed to beneficially own shares of the Company's common stock held by ESUS II.

Remarks:

	The Electrum Group LLC By: /s/ Michael H. Williams, Senior Managing Director	08/20/2021
	Electrum Silver US LLC By: Electrum Strategic Management, its Manager, By: /s/ Andrew M. Shapiro, Managing Director	08/20/2021
	Electrum Silver US II LLC By: Electrum Strategic Management, its Manager, By: /s/ Andrew M. Shapiro, Managing Director	08/20/2021
	Electrum Strategic Management LLC By: /s/ Andrew M. Shapiro, Managing Director	08/20/2021
	Electrum Global Holdings L.P. By: TEG Global GP Ltd., its general partner, By: /s/ Andrew M. Shapiro, Director	08/20/2021
	TEG Global GP Ltd. By: /s/ Andrew M. Shapiro, Director	08/20/2021
	Electrum Strategic Opportunities Fund II L.P. By: Electrum Strategic Opportunities Fund II GP L.P., its general partner, By: ESOF II GP Ltd., its general partner, By: /s/ Michael H. Williams, Director	08/20/2021
	Electrum Strategic Opportunities Fund II GP L.P. By: ESOF II GP Ltd., its general partner, By: /s/ Michael H. Williams, Director	08/20/2021
	ESOF II GP Ltd. By: /s/ Michael H. Williams, Director	08/20/2021
	** Signature of Reporting Person	Date
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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