Sec Form 4 Filing - Kensington Capital Sponsor IV LLC @ Amprius Technologies, Inc. - 2022-09-14

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Kensington Capital Sponsor IV LLC 2. Issuer Name and Ticker or Trading Symbol Amprius Technologies, Inc. [ AMPX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former 10% holder (see ftn 2) (Last) (First) (Middle) 1433 OLD COUNTRY ROAD, SUITE 301 3. Date of Earliest Transaction (MM/DD/YY) 09/14/2022 (Street) WESTBURY, NY11590 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 09/14/2022 C 9,857,142 A 13,124,642 D Common Stock 09/14/2022 J 13,124,642( 2 ) D $ 0 0 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Class B Ordinary Shares ( 1 ) 09/14/2022 C 9,857,142 ( 1 ) ( 1 ) Common Stock 9,857,142 $ 0 0 D Warrants (right to buy) $ 11.5 09/14/2022 J( 3 ) 16,000,000 ( 4 ) 09/14/2027 Common Stock 16,000,000 $ 0 16,000,000 D Warrants (right to buy) $ 11.5 09/14/2022 J( 3 ) 6,535,000 ( 4 ) 09/14/2027 Common Stock 6,535,000 $ 0 6,535,000 D Warrants (right to buy) $ 11.5 09/14/2022 J( 2 ) 16,000,000 ( 4 ) 09/14/2027 Common Stock 16,000,000 $ 0 0 D Warrants (right to buy) $ 11.5 09/14/2022 J( 2 ) 6,535,000 ( 4 ) 09/14/2027 Common Stock 6,535,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kensington Capital Sponsor IV LLC 1433 OLD COUNTRY ROAD, SUITE 301 WESTBURY, NY11590 Former 10% holder (see ftn 2) Signatures KENSINGTON CAPITAL SPONSOR IV LLC, By: Kensington Capital Partners, LLC, Its: Managing Member, By: /s/ Justin Mirro, Name: Justin Mirro, Title: Managing Member 09/16/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Upon completion of the Issuer's business combination transaction, the Issuer's Class B Ordinary Shares converted into shares of Common Stock of the Issuer. At the time the Class B shares were issued, the Issuer was a Cayman Islands exempted company incorporated with limited liability named "Kensington Capital Acquisition Corp. IV." In connection with a business combination transaction, the Issuer became a Delaware corporation and changed its name to "Amprius Technologies, Inc." ( 2 )The securities were distributed in-kind, pro-rata and for no additional consideration to the members of Kensington Capital Sponsor IV LLC in connection with its liquidating distribution. As a result of the transaction reported herein, the Reporting Person is no longer a 10% holder of the issuer. ( 3 )The Reporting Person acquired these securities in connection with the initial public offering of Kensington Capital Acquisition Corp. IV, which is the Issuer and changed its name to Amprius Technologies, Inc. upon closing of a business combination transaction and is reporting the ownership thereof in connection with such closing. These securities were previously not beneficially owned for purposes of reporting their ownership on this Form. ( 4 )The securities become exercisable on October 14, 2022, provided that in no event are the securities exercisable unless a registration statement registering the shares issuable upon exercise thereof has been declared effective (or, in the case of all of the warrants in Table II, until the 61st business day following the closing of the foregoing business combination if such a registration statement has not previously been declared effective).

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 Number.