Nicolas Vachon - Jan 16, 2025 Form 4 Insider Report for Gatos Silver, Inc. (GATO)

Role: Vice President, Finance
Signature: /s/ Stephen Bodley as Attorney-in-Fact for Nicolas Vachon
Stock symbol: GATO
Transactions as of: Jan 16, 2025
Transactions value $: $0
Form type: 4
Date filed: 1/17/2025, 05:50 PM
Previous filing: Dec 11, 2024
SEC: View on sec.gov

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Shares	Change %	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	GATO	Employee Stock Option (Right to Buy)	Disposed to Issuer	-50.9K	-100%	Jan 16, 2025	Common Stock	50.9K	$5.04	Direct	F1
transaction	GATO	Employee Stock Option (Right to Buy)	Disposed to Issuer	-25.9K	-100%	Jan 16, 2025	Common Stock	25.9K	$6.41	Direct	F1
transaction	GATO	Employee Stock Option (Right to Buy)	Disposed to Issuer	-11.6K	-100%	Jan 16, 2025	Common Stock	11.6K	$15.34	Direct	F1
transaction	GATO	Restricted Stock Units	Disposed to Issuer	-45.1K	-100%	Jan 16, 2025	Common Stock	45.1K	$0.00	Direct	F2
transaction	GATO	Restricted Stock Units	Disposed to Issuer	-6.85K	-100%	Jan 16, 2025	Common Stock	6.85K	$0.00	Direct	F2
transaction	GATO	Restricted Stock Units	Disposed to Issuer	-13K	-100%	Jan 16, 2025	Common Stock	13K	$0.00	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Nicolas Vachon is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	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.)
F2	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.)

Content

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.)

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.