AMPCO PITTSBURGH CORP — Director's Dealing 2018

May 7, 2018

SEC Form 3/A — Form 3/A

Issuer: AMPCO PITTSBURGH CORP (AP)
CIK: 0000006176
Period of Report: 2018-05-07

Reporting Person: Zatawski Keith (Chief Risk Officer)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1606	Direct
Common Stock	742	Direct
Common Stock	1248	Direct
Common Stock	858	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-Qualified Stock Options	$17.16	2023-05-02	Common Stock (5500)		Direct
Non-Qualified Stock Options	$20.00	2024-04-29	Common Stock (5500)		Direct

Footnotes

F1: Represents a grant of restricted stock units under the Ampco-Pittsburgh Corporation ("Company") 2011 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 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.

F3: 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.