Gatos Silver Form 4 / Stephen D Bodley 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

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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^*

Bodley Stephen D

(Last)

(First)

(Middle)

C/O GATOS SILVER, INC.

925 WEST GEORGIA STREET - SUITE 910

(Street)

VANCOUVER

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)
Gen.Counsel & Chief Compl.Off.

3. Date of Earliest Transaction (Month/Day/Year)
12/09/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$15.34	12/09/2024		A		28,009		⁽¹⁾	12/09/2034	Common Stock	28,009	$0.00	28,009	D
Restricted Stock Units	⁽²⁾	12/09/2024		A		16,473		⁽³⁾	⁽³⁾	Common Stock	16,473	$0.00	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

Explanation of Responses:

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.

	/s/ Stephen Bodley	12/11/2024
	** 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).
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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Gatos Silver (GATO) Form 4Gatos Silver / Stephen D Bodley ownership change