AMPCO PITTSBURGH CORP — Director's Dealing 2017

May 10, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMPCO PITTSBURGH CORP (AP)
CIK: 0000006176
Period of Report: 2017-05-03

Reporting Person: JOHNSON MARLISS (V.P. Fin & Chief Acctg Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-03	Common Stock	A	1858	$0.00	Acquired	4973	Direct
2017-05-05	Common Stock	M	636	$0.00	Acquired	5609	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-05	Restricted Stock Units	$	M	636	Disposed		Common Stock (636)	Direct

Footnotes

F1: Represents a grant of restricted stock units under the Ampco-Pittsburgh Corporation ("Company") 2016 Omnibus Incentive Plan. Each restricted stock unit represents the contingent right to receive, upon vesting of the unit, one share of Ampco-Pittsburgh Corporation common stock. Restricted stock units vest in three equal annual installments beginning on the first anniversary of the grant date.

F2: Represents the vested portion of restricted stock units granted on May 5, 2015 and previously reported on Table II of Form 4 filed May 7, 2015.

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

F4: The reporting person received a grant of 1,907 restricted stock units, which vest in 3 annual installments, beginning on May 5, 2016. 1/3 of the restricted stock units vested on May 5, 2016. 1/3 of the restricted stock units vested on May 5, 2017 and is reported on Table I of this Form 4. The remainder will continue to vest in one installment through the remainder of the term.