AMPCO PITTSBURGH CORP — Director's Dealing 2015

May 7, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMPCO PITTSBURGH CORP (AP)
CIK: 0000006176
Period of Report: 2015-05-05

Reporting Person: JOHNSON MARLISS (Vice President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-05-05	Restricted Stock Units	$	A	1907	Acquired		Common Stock (1907)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-Qualified Stock Options	$37.89	2018-09-04	Common Stock (15000)	15000	Direct
Non-Qualified Stock Options	$13.37	2019-02-19	Common Stock (15000)	15000	Direct
Non-Qualified Stock Options	$25.77	2020-02-18	Common Stock (15000)	15000	Direct
Non-Qualified Stock Options	$25.18	2021-05-05	Common Stock (8500)	8500	Direct
Non-Qualified Stock Options	$17.67	2022-05-03	Common Stock (8500)	8500	Direct
Non-Qualified Stock Options	$17.16	2023-05-02	Common Stock (8500)	8500	Direct
Non-Qualified Stock Options	$20.00	2024-04-29	Common Stock (8500)	8500	Direct

Footnotes

F1: Subject to acceleration in certain circumstances, the option becomes vested and exercisable under the following schedule assuming the optonee 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.

F3: Each restricted stock unit represents a contingent right to receive one share of Ampco-Pittsburgh Corporation common stock.

F4: The restricted stock units vest in three equal annual installments beginning May 5, 2016.