AMPCO PITTSBURGH CORP — Director's Dealing 2014

May 1, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMPCO PITTSBURGH CORP (AP)
CIK: 0000006176
Period of Report: 2014-04-29

Reporting Person: PAUL ROBERT A (Director, Chairman & CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-04-29	Non-Qualified Stock Options	$20.00	A	20000	Acquired	2024-04-29	Common Stock (20000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	42889	Direct
Common Stock	13767	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-Qualified Stock Options	$37.89	2018-09-04	Common Stock (35000)	35000	Direct
Non-Qualified Stock Options	$13.37	2019-02-19	Common Stock (35000)	35000	Direct
Non-Qualified Stock Options	$25.77	2020-02-18	Common Stock (35000)	35000	Direct
Non-Qualified Stock Options	$25.18	2021-05-05	Common Stock (20000)	20000	Direct
Non-Qualified Stock Options	$17.67	2022-05-03	Common Stock (20000)	20000	Direct
Non-Qualified Stock Options	$17.16	2023-05-02	Common Stock (20000)	20000	Direct

Footnotes

F1: Subject to acceleration in certain circumstances, the option becomes vested and exercisable under the following schedule assuming the optionee continues employment with the Issuer through the date of vesting: 33% on the grant date, 66% on the first anniversary of the grant date, 100% on the second anniversary of the grant date.

F2: Subject to acceleration in certain circumstances, the option becomes vested and exercisable under the following schedule assuming the optionee continues employment with the Issuer through the date of vesting: 33% on the first anniversary of the grant date, 66% on the second anniversary of the grant date and 100% on the third anniversary of the grant date.