Sec Form 4 Filing - MIRRO JUSTIN E @ Amprius Technologies, Inc. - 2023-06-09

Insider filing report for Changes in Beneficial Ownership
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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
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1. Name and Address of Reporting Person
MIRRO JUSTIN E
2. Issuer Name and Ticker or Trading Symbol
Amprius Technologies, Inc. [ AMPX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1433 OLD COUNTRY ROAD, SUITE 301
3. Date of Earliest Transaction (MM/DD/YY)
06/09/2023
(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 06/09/2023 A 17,895 ( 1 ) A $ 0 17,895 ( 2 ) D
Common stock 2,608,142 I See footnote ( 3 )
Common stock 1,000,000 I See footnote ( 4 )
Common stock 1,000,000 I See footnote ( 5 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MIRRO JUSTIN E
1433 OLD COUNTRY ROAD, SUITE 301
WESTBURY, NY11590
X
Signatures
/s/ Sandra Wallach, attorney-in-fact on behalf of Justin Mirro 06/12/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The securities are represented by restricted stock units. Each restricted stock unit represents the reporting person's right to receive one share of issuer's common stock. 100% of the restricted stock units vest on the earlier of (i) the one-year anniversary of the date the restricted stock units were granted and (ii) the day before the next annual meeting of stockholders, subject to the reporting person's continued service as of the vesting date.
( 2 )Includes 17,895 restricted stock units, each of which represents a contingent right to receive one share of the issuer's common stock, subject to the applicable vesting schedule and conditions of each restricted stock unit.
( 3 )The securities are owned by Kensington Capital Partners, LLC, of which the reporting person is the managing member. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
( 4 )The shares are owned by Elizabeth Mirro as trustee of the Kensington Capital Trust dated 6/27/20. Elizabeth Mirro is the reporting person's spouse. The reporting person disclaims beneficial ownership of these securities.
( 5 )The shares are owned by the reporting person as trustee of the Justin E. Mirro 2020 Qualified Annuity Trust dated 6/27/20. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

Remarks:
Exhibit 24 - Power of Attorney

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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