| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Gatos Silver, Inc. [ GATO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/16/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | J(1) | 17,894,672 | D | $0(1) | 0 | D(2)(4) | |||
| Common Stock | 01/16/2025 | J(1) | 4,109,704 | D | $0(1) | 0 | D(3)(4) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Represents shares of common stock of Gatos Silver, Inc. (the "Company"), disposed of as a result of the merger (the "Merger") contemplated by the Agreement and Plan of Merger, dated as of September 5, 2024 (the "Merger Agreement"), by and among the Company, Ocelot Transaction Corporation and First Majestic Silver Corp. ("First Majestic"). Pursuant to the Merger Agreement, the reporting persons have the right to exchange each share of the Company's common stock owned immediately prior to the effective time of the Merger for 2.55 First Majestic common shares, with any fractional shares to be paid in cash, without interest. On January 15, 2025, the day prior to the Merger, the closing price of First Majestic common shares was $5.64 per share. |
| 2. These securities were 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 have beneficially owned shares of the Company's common stock held by ESUS. |
| 3. These securities were 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 have beneficially owned shares of the Company's common stock held by ESUS II. |
| 4. 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. |
| The Electrum Group LLC, By: /s/ Michael H. Williams, Name/Title: Michael H. Williams, Senior Managing Director | 01/16/2025 | |
| Electrum Silver US LLC, By: Electrum Strategic Management, its Manager, By: /s/ Andrew M. Shapiro, Name/Title: Andrew M. Shapiro, Managing Director | 01/16/2025 | |
| Electrum Silver US II LLC, By: Electrum Strategic Management, its Manager By: /s/ Andrew M. Shapiro, Andrew M. Shapiro, Managing Director | 01/16/2025 | |
| Electrum Strategic Management LLC, By: /s/ Andrew M. Shapiro, Name/Title: Andrew M. Shapiro, Managing Director | 01/16/2025 | |
| Electrum Global Holdings L.P., By: TEG Global GP Ltd., its general partner, By: /s/ Andrew M. Shapiro, Name/Title: Andrew M. Shapiro, Director | 01/16/2025 | |
| TEG Global GP Ltd., By: /s/ Andrew M. Shapiro, Name/Title: Andrew M. Shapiro, Director | 01/16/2025 | |
| 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, Name/Title: Michael H. Williams, Director | 01/16/2025 | |
| Electrum Strategic Opportunities Fund II GP L.P., By: ESOF II GP Ltd., its general partner, By: /s/ Michael H. Williams, Name/Title: Michael H. Williams, Director | 01/16/2025 | |
| ESOF II GP Ltd., By: /s/ Michael H. Williams, Name/Title: Michael H. Williams, Director | 01/16/2025 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||
