Gatos Silver Inc.

12/11/2024 | Press release | Distributed by Public on 12/11/2024 17:07

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Bodley Stephen D
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)
Gen.Counsel & Chief Compl.Off.
(Last) (First) (Middle)
C/O GATOS SILVER, INC., 925 WEST GEORGIA STREET - SUITE 910 		3. Date of Earliest Transaction (Month/Day/Year)
12/09/2024
(Street)
VANCOUVER, A1 V6C 3L2 		4. If Amendment, Date 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
(City) (State) (Zip)
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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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) $15.34 12/09/2024 A 28,009 (1) 12/09/2034 Common Stock 28,009 $ 0 28,009 D
Restricted Stock Units (2) 12/09/2024 A 16,473 (3) (3) Common Stock 16,473 $ 0 16,473 D
Restricted Stock Units (2) (4) (4) Common Stock 118,144 118,144 D
Restricted Stock Units (2) (5) (5) Common Stock 35,000 35,000 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bodley Stephen D
C/O GATOS SILVER, INC.
925 WEST GEORGIA STREET - SUITE 910
VANCOUVER, A1 V6C 3L2 		Gen.Counsel & Chief Compl.Off.

Signatures

/s/ Stephen Bodley 12/11/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) These options were granted on December 9, 2024. These options shall vest in three equal tranches on each of December 9, 2025, December 9, 2026 and December 9, 2027.
(2) Each restricted stock unit ("RSUs") represents a contingent right to receive one share of the issuer's common stock, an equivalent amount of cash, or a combination thereof upon vesting.
(3) These RSUs will vest on December 9, 2027.
(4) On September 11, 2023, the reporting person was granted a total of 118,144 RSUs, which vest on October 16, 2025. Such RSUs were previously reported in Table I of Form 4 by the reporting person. See Remarks below for additional information.
(5) On January 15, 2024, the reporting person was granted a total of 35,000 RSUs, which vest on December 31, 2026. Such RSUs were previously reported in Table I of Form 4 by the reporting person. See Remarks below for additional information.

Remarks:
Effective December 9, 2024, the issuer and the reporting person executed an amendment to the RSUs previously granted to the reporting person whereby the reporting person's outstanding RSUs may, in addition to being settled in shares of the issuer common stock, be settled in an equivalent amount of cash, or a combination of cash and shares. Accordingly, beginning with this Form 4, the reporting person's outstanding RSUs that were previously reported in Table I of Form 4 as common stock equivalents are now reported in Table II of Form 4 as derivative securities.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.