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*
Orr Stephen A.
(Last) (First) (Middle)
C/O GATOS SILVER, INC.
8400 E. CRESCENT PARKWAY, SUITE 600
(Street)
GREENWOOD VILLAGE CO 80111
(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)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
10/30/2020
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 10/30/2020 A 14,969 A $5.6(1) 14,969(2) D
Common Stock 91,235(2) I By Cast Management 401(k) Trust(3)
Common Stock 51,579(2) I By 49 North LLC(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $27.66 (5) 10/30/2022 Common Stock 300,000 300,000 D
Employee Stock Option (Right to Buy) $27.66 (6) 02/16/2023 Common Stock 300,000 300,000 D
Employee Stock Option (Right to Buy) $7 (7) 02/08/2025 Common Stock 145,000 145,000 I By wife(7)
Employee Stock Option (Right to Buy) $7 (8) 12/23/2025 Common Stock 114,437 114,437 I By wife(8)
Employee Stock Option (Right to Buy) $9 (9) 12/15/2026 Common Stock 124,885 124,885 D
Employee Stock Option (Right to Buy) $9 (10) 12/15/2026 Common Stock 115 115 I By wife(10)
Employee Stock Option (Right to Buy) $9 (11) 12/05/2027 Common Stock 126,000 126,000 D
Employee Stock Option (Right to Buy) $12 (12) 05/03/2029 Common Stock 126,000 126,000 D
Employee Stock Option (Right to Buy) $12 (13) 01/20/2030 Common Stock 126,000 126,000 D
Employee Stock Option (Right to Buy) $7 (14) 10/27/2030 Common Stock 290,000 290,000 D
Explanation of Responses:
1. Represents shares of common stock acquired using deferrals of salary at a price equal to 80% of the price of shares sold in Gatos Silver, Inc.'s (the "Issuer") public offering, with the Reporting Person's account credited with a cash value of 125% of the reporting person's deferred salary.
2. Reflects a reorganization (the "Reorganization") of the Issuer on October 30, 2020, in which Silver Opportunity Partners LLC ("SOP") became a wholly owned subsidiary of a newly created Delaware corporation named Silver Opportunity Partners Corporation ("SOP Corporation") and each share of the Issuer's common stock outstanding immediately prior to the Reorganization was exchanged for (i) approximately 0.39406 shares of Issuer common stock (subject to rounding to eliminate fractional shares) and (ii) approximately 0.10594 shares of common stock of SOP Corporation (subject to rounding to eliminate fractional shares).
3. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest.
4. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest.
5. These options were granted on October 30, 2012 and are fully vested.
6. These options were granted on February 16, 2013 and are fully vested.
7. These options were granted on February 8, 2015 and are fully vested. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest.
8. These options were granted on December 23, 2015 and are fully vested. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest.
9. These options were granted on August 31, 2017. 187,269 of these options have vested and the remaining options vest on December 15, 2020.
10. These options were granted on August 31, 2017 and are fully vested. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest.
11. These options were granted on December 6, 2017. One half of these options have vested and the remaining one-half vests in equal installments on each of December 5, 2020 and December 5, 2021.
12. These options were granted on May 3, 2019. One fourth of these options have vested and the remaining three fourths vest in equal installments on each of December 14, 2020, December 14, 2021 and December 14, 2022.
13. These options were granted on January 20, 2020. These options vest in three equal installments on each of January 20, 2021, January 20, 2022 and January 20, 2023
14. These options were granted on October 27, 2020 and vest in three equal annual installments on each of October 27, 2021, October 27, 2022 and October 27, 2023.
Remarks:
Stock option exercise prices and outstanding shares have been adjusted to reflect a 1 for 2 reverse stock split affected on October 30, 2020 in connection with the Reorganization.
/s/ Roger Johnson, as Attorney-in Fact, for Stephen Orr 11/03/2020
** 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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