Statement of Changes in Beneficial Ownership (4)
24 5월 2023 - 10:36PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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PFORZHEIMER CARL H II |
2. Issuer Name and Ticker or Trading Symbol
AMPCO PITTSBURGH CORP
[
AP
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
726 BELL AVENUE, SUITE 301 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/22/2020 |
(Street)
CARNEGIE, PA 15106 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 9/22/2020 (1) | | X(2) | | 714 | A | $3.50 | 2314 | I | See Footnote (3) |
Common Stock | 7/22/2022 (1) | | M(4) | | 714 | A | $4.00 (4) | 3028 | I | See Footnote (3) |
Common Stock | | | | | | | | 141383 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Subscription Rights (right to buy) | $1.5624 | 9/22/2020 (1) | | X (2) | | | 1600 | 8/18/2020 | 9/18/2020 | Units consisting of Common Stock and Series A Warrants (2) | (2) | $0.00 | 0 | I | See Footnote (3) |
Series A Warrant (right to buy) (5) | $2.5668 (5) | 9/22/2020 (1) | | X (2) | | 1600 (5) | | 9/22/2020 | 8/1/2025 | Common Stock | 714 | (2) | 1600 | I | See Footnote (3) |
Series A Warrant (right to buy) (5) | $2.5668 (5) | 7/22/2022 (1) | | M (4) | | | 1600 (5) | 9/22/2020 | 8/1/2025 | Common Stock | 714 | (6) | 0 | I | See Footnote (3) |
Explanation of Responses: |
(1) | This Form 4 is being filed to include the acquisition of shares of common stock and Series A Warrants that had been inadvertently omitted. |
(2) | Represents the conversion of a subscription right issued by the Issuer as part of a rights offering that closed on September 22, 2020 (the "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. |
(3) | Shares are held equally between two different trusts, including half of the shares that are held by a trust of which Reporting Person is a trustee and principal beneficiary and the other half are held by a trust of which Reporting Person is a trustee in which he disclaims beneficial ownership. |
(4) | Represents the conversion of Series A warrants issued by the Issuer as part of the Rights Offering, 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). |
(5) | 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. |
(6) | 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
PFORZHEIMER CARL H II 726 BELL AVENUE SUITE 301 CARNEGIE, PA 15106 | X |
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Signatures
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/s/ Kimberly P. Knox, attorney-in-fact | | 5/24/2023 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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