AMPCO PITTSBURGH CORP — Director's Dealing 2022

Jul 27, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMPCO PITTSBURGH CORP (AP)
CIK: 0000006176
Period of Report: 2022-07-22

Reporting Person: PFORZHEIMER CARL H II (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-07-22	Common Stock	M	22320	$4.00	Acquired	128655	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-07-22	Series A Warrant (right to buy)	$2.6558	M	50000	Disposed	2025-08-01	Common Stock (22320)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1600	Indirect

Footnotes

F1: Represents the conversion of Series A warrants issued by the Issuer as part of a rights offering that closed on September 22, 2020, converted at the temporarily discounted price of $1.7856 per Series A warrant (or $4.00 per whole share of the Issuer's common stock). Beginning May 31, 2022 and expiring at 11:59 p.m. Eastern Time on July 15, 2022, the Issuer through an offer to exercise offered holders of the Issuer's outstanding Series A warrants the opportunity to exercise their Series A warrants at the temporarily reduced exercise price of $1.7856 per Series A warrant (or $4.00 per whole share of the Corporation's common stock).

F2: 1,600 shares held by a trust of which he is a trustee.

F3: Other than between May 31, 2022 and before 11:59 p.m. Eastern Time on July 15, 2022, when each Series A warrant represented the right to purchase 0.4464 shares of common stock at a temporarily reduced exercise price of $1.7856 per each Series A warrant, each Series A warrant represents the right to purchase 0.4464 shares of common stock at an exercise price of $2.5668 per series A warrant (or $5.75 per whole share of the Issuer's common stock). The Series A warrants are exercisable only for whole numbers of shares of Common Stock.

F4: Series A warrants were issued on September 22, 2020 upon the conversion of a subscription right issued by the Issuer as part of a rights offering. Each subscription right was exercisable for units that consisted of (i) 0.4464 shares of common stock and (ii) a Series A warrant exercisable to acquire 0.4464 shares of common stock at an exercise price of $2.5668 (or $5.75 per whole share of common stock under the Series A warrants). The subscription price of each unit was $1.5624 per unit (or $3.50 per whole share of common stock and Series A warrants to purchase a whole share of common stock). The securities issued upon conversion of the subscription rights are exempted from Section 16(b) pursuant to Rule 16b-3.