Sec Form 3 Filing - Anderson David George @ AMPCO PITTSBURGH CORP - 2022-01-01

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Anderson David George
2. Issuer Name and Ticker or Trading Symbol
AMPCO PITTSBURGH CORP [ AP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President,Air&Liq. Proc. Group
(Last) (First) (Middle)
726 BELL AVENUE, SUITE 301
3. Date of Earliest Transaction (MM/DD/YY)
01/01/2022
(Street)
CARNEGIE, PA15106
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 18,431( 1 ) 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
Series A Warrants (right to buy)( 2 ) ( 3 ) 09/22/2020 08/01/2025 Common Stock 8,035 D
Non-Qualified Stock Options $ 17.67 ( 4 ) 05/03/2022 Common Stock 4,750 D
Non-Qualified Stock Options $ 17.16 ( 5 ) 05/02/2023 Common Stock 4,750 D
Non-Qualified Stock Options $ 20 ( 6 ) 04/29/2024 Common Stock 5,500 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Anderson David George
726 BELL AVENUE
SUITE 301
CARNEGIE, PA15106
President,Air&Liq. Proc. Group
Signatures
/s/ Alicia Marchesano, Attorney-in-Fact 01/20/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents 12,403 shares held directly and restricted stock units ("RSUs") to acquire up to 6,028 shares. The RSUs were granted under the Ampco-Pittsburgh Corporation ("Company") 2016 Omnibus Incentive Plan, as amended. The RSUs remain subject to vesting as set forth in the applicable award agreement.
( 2 )Each Series A warrant represents the right to purchase 0.4464 shares of common stock at an exercise price of $2.5668 per share and was issued as part of a subscription right issued in a rights offering by the Issuer. The Series A warrants are exercisable only for whole numbers of shares of Common Stock.
( 3 )Each Series A warrant is 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).
( 4 )The reporting person was awarded 4,750 employee stock options on May 3, 2012, of which 4,750 remain and are fully vested.
( 5 )The reporting person was awarded 4,750 employee stock options on May 2, 2013, of which 4,750 remain and are fully vested.
( 6 )The reporting person was awarded 5,500 employee stock options on April 29, 2014, of which 5,500 remain and are fully vested.

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).

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