Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
|
AMPCO PITTSBURGH CORP (Name of Issuer) |
Common Stock, par value $1.00 per share (Title of Class of Securities) |
032037103 (CUSIP Number) |
FREDRICK DISANTO C/O ANCORA HOLDINGS GROUP, LLC, 6060 Parkland Boulevard, Suite 200 Cleveland, OH, 44124 216-825-4000 ANDREW FREEDMAN OLSHAN FROME WOLOSKY LLP, 1325 Avenue of the Americas New York, NY, 10019 212-451-2300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/13/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 032037103 |
| 1 |
Name of reporting person
Ancora Alternatives LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
OHIO
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
784,432.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, OO |
SCHEDULE 13D
|
| CUSIP No. | 032037103 |
| 1 |
Name of reporting person
Ancora Merlin, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
36,491.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 032037103 |
| 1 |
Name of reporting person
ANCORA MERLIN INSTITUTIONAL, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
355,747.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 032037103 |
| 1 |
Name of reporting person
Ancora Catalyst, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
31,404.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 032037103 |
| 1 |
Name of reporting person
Ancora Catalyst Institutional, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
360,790.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 032037103 |
| 1 |
Name of reporting person
Ancora Holdings Group, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
OHIO
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
784,432.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 032037103 |
| 1 |
Name of reporting person
DiSanto Fredrick D. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
857,065.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $1.00 per share | |
| (b) | Name of Issuer:
AMPCO PITTSBURGH CORP | |
| (c) | Address of Issuer's Principal Executive Offices:
726 BELL AVENUE, SUITE 301, CARNEGIE,
PENNSYLVANIA
, 15106. | |
Item 1 Comment:
The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned ("Amendment No. 3"). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 is hereby amended and restated to read as follows: The Shares purchased by each of the Ancora Funds were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 36,491 Shares owned directly by Ancora Merlin is approximately $173,566, including brokerage commissions. The aggregate purchase price of the 355,747 Shares owned directly by Ancora Merlin Institutional is approximately $1,700,354, including brokerage commissions. The aggregate purchase price of the 31,404 Shares owned directly by Ancora Catalyst is approximately $150,306, including brokerage commissions. The aggregate purchase price of the 360,790 Shares owned directly by Ancora Catalyst Institutional is approximately $1,723,885, including brokerage commissions. The aggregate purchase price of the 72,633 Shares owned directly by Mr. DiSanto is approximately $250,518, including brokerage commissions. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) is hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by each person named herein is based upon 20,326,389 Shares outstanding as of November 7, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2025. As of the date hereof, Ancora Merlin beneficially owned directly 36,491 Shares, constituting approximately 0.2% of the Shares outstanding. As of the date hereof, Ancora Merlin Institutional beneficially owned directly 355,747 Shares, constituting approximately 1.8% of the Shares outstanding. As of the date hereof, Ancora Catalyst beneficially owned directly 31,404 Shares, constituting approximately 0.2% of the Shares outstanding. As of the date hereof, Ancora Catalyst Institutional beneficially owned directly 360,790 Shares, constituting approximately 1.8% of the Shares outstanding. As of the date hereof, Ancora Alternatives, as the investment advisor to and general partner of each of the Ancora Funds, may be deemed to beneficially own 784,432 Shares, constituting approximately 3.9% of the Shares outstanding and consisting of (i) 36,491 Shares beneficially owned directly by Ancora Merlin, (ii) 355,747 Shares beneficially owned directly by Ancora Merlin Institutional, (iii) 31,404 Shares beneficially owned directly by Ancora Catalyst, and (iv) 360,790 Shares beneficially owned directly by Ancora Catalyst Institutional. As of the date hereof, Ancora Holdings, as the sole member of Ancora Alternatives, may be deemed to beneficially own 784,432 Shares, constituting approximately 3.9% of the Shares outstanding and consisting of (i) 36,491 Shares beneficially owned directly by Ancora Merlin, (ii) 355,747 Shares beneficially owned directly by Ancora Merlin Institutional, (iii) 31,404 Shares beneficially owned directly by Ancora Catalyst, and (iv) 360,790 Shares beneficially owned directly by Ancora Catalyst Institutional. As of the date hereof, Mr. DiSanto beneficially owned directly 72,633 Shares, constituting approximately 0.4% of the Shares outstanding. As the Chairman and Chief Executive Officer of Ancora Holdings, he may be deemed to beneficially own 784,432 Shares, constituting approximately 3.9% of the Shares outstanding and consisting of (i) 36,491 Shares beneficially owned directly by Ancora Merlin, (ii) 355,747 Shares beneficially owned directly by Ancora Merlin Institutional, (iii) 31,404 Shares beneficially owned directly by Ancora Catalyst, and (iv) 360,790 Shares beneficially owned directly by Ancora Catalyst Institutional. | |
| (b) | Item 5(b) is hereby amended and restated to read as follows: (i) Ancora Merlin 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 36,491 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 36,491 (ii) Ancora Merlin Institutional 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 355,747 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 355,747 (iii) Ancora Catalyst 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 31,404 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 31,404 (iv) Ancora Catalyst Institutional 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 360,790 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 360,790 (ix) Ancora Alternatives 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 784,432 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 784,432 (xii) Ancora Holdings 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 784,432 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 784,432 (xiii) Mr. DiSanto 1. Sole power to vote or direct vote: 72,633 2. Shared power to vote or direct vote: 857,065 3. Sole power to dispose or direct the disposition: 72,633 4. Shared power to dispose or direct the disposition: 857,065 | |
| (c) | Item 5(c) is hereby amended and restated to read as follows: The transactions in the Shares by the Reporting Persons in the last 60 days are set forth in Exhibit 1 and are incorporated herein by reference. All of such transactions were effected in the open market unless otherwise noted. | |
| (e) | Item 5(e) is hereby amended and restated to read as follows: As of November 13, 2025, the Reporting Persons ceased to beneficially own more than 5% of the outstanding Shares of the Issuer. | |
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 is hereby amended to add the following exhibits: 1 - Transactions in the Securities of the Issuer in the Last 60 Days | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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