SEC FORM 4

SEC FORM 4 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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

van Niekerk Pieter A.

(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)
	CFO

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		32,130		⁽¹⁾	12/09/2034	Common Stock	32,130	$0.00	32,130	D
Restricted Stock Units	⁽²⁾	12/09/2024		A		18,897		⁽³⁾	⁽³⁾	Common Stock	18,897	$0.00	18,897	D
Restricted Stock Units	⁽²⁾							⁽⁴⁾	⁽⁴⁾	Common Stock	142,846		142,846	D
Restricted Stock Units	⁽²⁾							⁽⁵⁾	⁽⁵⁾	Common Stock	40,625		40,625	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 share 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. The RSUs will vest on December 9, 2027.

4. On September 11, 2023, the reporting person was granted a total of 142,846 RSUs, which vest on July 1, 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 40,625 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 as Attorney-in-Fact for Pieter A. van Niekerk	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).
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SEC Form 4 filed by CFO Van Niekerk Pieter A.