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*
Andres Dale

(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
X Officer (give title below) Other (specify below)
CEO
3. Date of Earliest Transaction (Month/Day/Year)
12/19/2024
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 12/19/2024 M 39,763(1) A (2) 339,602 D
Common Stock 12/19/2024 D 39,763 D $14.87 299,839 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
Performance Stock Units (3) 12/19/2024 M 39,763 12/19/2024 12/19/2024 Common Stock 39,763 (2) 0 D
Explanation of Responses:
1. On December 17, 2021 (the Grant Date), the reporting person was granted performance stock units (the PSUs) (with a target amount of 6,360 shares), each of which represents the right to receive cash or shares of common stock of Gatos Silver, Inc. (the Issuer), or a combination thereof, as determined by the Compensation Committee (the Compensation Committee) of the Issuer following the vesting date. The PSUs vest (between 0% and 200% of target) following a three-year performance period starting on the Grant Date and ending December 17, 2024 (the Vesting Date), based on the Issuer achievement of relative total stockholder return. On December 19, 2024, the Compensation Committee determined that 10,622 PSUs vested and that such PSUs would be settled in cash, based on an equivalent number of shares of the Issuer common stock valued at the closing price of the Issuer common stock on the Vesting Date.
2. The PSUs were cash-settled and were deemed to have settled for an equivalent number of shares of the Issuer common stock.
3. Each PSU is the economic equivalent of one share of the Issuer common stock.
Remarks:
/s/ Stephen Bodley as Attorney-in-Fact for Dale Andres 12/23/2024
** 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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