Luis Felipe Huerta Form 4 Gatos Silver / Luis Felipe Huerta 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

Huerta Luis Felipe

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Vice President, Mexico

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

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
Employee Stock Option (Right to Buy)	$9	01/16/2025		D			20,200	(1)	12/05/2027	Common Stock	20,200	(1)	0	D
Employee Stock Option (Right to Buy)	$12	01/16/2025		D			33,000	(1)	05/03/2029	Common Stock	33,000	(1)	0	D
Employee Stock Option (Right to Buy)	$12	01/16/2025		D			33,000	(1)	01/20/2030	Common Stock	33,000	(1)	0	D
Employee Stock Option (Right to Buy)	$7	01/16/2025		D			95,000	(1)	10/27/2030	Common Stock	95,000	(1)	0	D
Employee Stock Option (Right to Buy)	$10.47	01/16/2025		D			31,500	(1)	12/27/2031	Common Stock	31,500	(1)	0	D
Employee Stock Option (Right to Buy)	$5.04	01/16/2025		D			36,383	(1)	09/11/2033	Common Stock	36,383	(1)	0	D
Employee Stock Option (Right to Buy)	$6.41	01/16/2025		D			38,438	(1)	01/15/2034	Common Stock	38,438	(1)	0	D
Employee Stock Option (Right to Buy)	$15.34	01/16/2025		D			18,621	(1)	12/09/2034	Common Stock	18,621	(1)	0	D
Restricted Stock Units	$0	01/16/2025		D			32,221	(2)	(2)	Common Stock	32,221	(2)	0	D
Restricted Stock Units	$0	01/16/2025		D			10,952	(2)	(2)	Common Stock	10,952	(2)	0	D
Restricted Stock Units	$0	01/16/2025		D			19,219	(2)	(2)	Common Stock	19,219	(2)	0	D

Explanation of Responses:

1. 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. (See "Remarks" below for an explanation of defined terms.)

2. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding restricted stock unit beneficially owned by the Reporting Person became fully vested and will settle for the right to receive the Merger Consideration. (See "Remarks" below for an explanation of defined terms.)

Remarks:

This Form 4 reports securities disposed of in connection with 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"). Pursuant to 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.

	/s/ Stephen Bodley as Attorney-in-Fact for Luis Felipe Huerta	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.