Stephen A. Orr Form 3 Sunshine Silver Mining & Refining / Stephen A. Orr ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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

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1. Name and Address of Reporting Person^*

Orr Stephen A.

(Last) (First) (Middle)

C/O GATOS SILVER, INC.

8400 E. CRESCENT PARKWAY, SUITE 600

(Street)

GREENWOOD VILLAGE CO 80111

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/27/2020

3. Issuer Name and Ticker or Trading Symbol
Sunshine Silver Mining & Refining Corp [ GATO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	231,527	I	By Cast Management 401(k) Trust(1)
Common Stock	130,892	I	By 49 North LLC(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	(3)	10/30/2022	Common Stock	600,000	13.83	D
Employee Stock Option (Right to Buy)	(4)	02/16/2023	Common Stock	600,000	13.83	D
Employee Stock Option (Right to Buy)	(5)	02/08/2025	Common Stock	290,000	3.5	I	By wife(5)
Employee Stock Option (Right to Buy)	(6)	12/23/2025	Common Stock	228,873	3.5	I	By wife(6)
Employee Stock Option (Right to Buy)	(7)	12/15/2026	Common Stock	249,769	4.5	D
Employee Stock Option (Right to Buy)	(8)	12/15/2026	Common Stock	231	4.5	I	By wife(8)
Employee Stock Option (Right to Buy)	(9)	12/05/2027	Common Stock	252,000	4.5	D
Employee Stock Option (Right to Buy)	(10)	05/03/2029	Common Stock	252,000	6	D
Employee Stock Option (Right to Buy)	(11)	01/20/2030	Common Stock	252,000	6	D

Explanation of Responses:

1. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest.

2. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest.

3. These options were granted on October 30, 2012 and are fully vested.

4. These options were granted on February 16, 2013 and are fully vested.

5. These options were granted on February 8, 2015 and are fully vested. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest.

6. These options were granted on December 23, 2015 and are fully vested. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest.

7. These options were granted on August 31, 2017. 187,269 of these options have vested and the remaining options vest on December 15, 2020.

8. These options were granted on August 31, 2017 and are fully vested. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest.

9. These options were granted on December 6, 2017. One half of these options have vested and the remaining one-half vests in equal installments on each of December 5, 2020 and December 5, 2021.

10. These options were granted on May 3, 2019. One fourth of these options have vested and the remaining three fourths vest in equal installments on each of December 14, 2020, December 14, 2021 and December 14, 2022.

11. These options were granted on January 20, 2020. These options vest in three equal installments on each of January 20, 2021, January 20, 2022 and January 20, 2023.

	/s/ Roger Johnson as Attorney-in Fact, for Stephen Orr	10/27/2020
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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