Sec Form 3 Filing - Altor II Aggregator Topco Ltd @ AMPCO PITTSBURGH CORP - 2020-08-12

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 Altor II Aggregator Topco Ltd 2. Issuer Name and Ticker or Trading Symbol AMPCO PITTSBURGH CORP [ AP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 11-15 SEATON PLACE 3. Date of Earliest Transaction (MM/DD/YY) 08/12/2020 (Street) ST. HELIER, Y9JE4 0QH 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 1,776,604 D ( 1 )

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 Altor II Aggregator Topco Ltd 11-15 SEATON PLACE ST. HELIER, Y9JE4 0QH X Signatures /s/ Mathew Hague, Authorized Representative 08/12/2020 Signature of Reporting Person Date /s/ Alexandra Prince, Authorized Representative 08/12/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares of Common Stock are directly beneficially owned by Altor II Aggregator Topco Limited ("Altor II Aggregator"). The shares of Common Stock were contributed to Altor II Aggregator by its direct parent, Altor II Holdings Limited ("Altor II"), which acquired the shares from its members, Altor Fund II (No. 1) Limited Partnership, Altor Fund II (No. 2) Limited Partnership, Altor Fund II (No. 3) Limited Partnership, and Altor Fund II (No. 4) Limited (collectively, the "Altor Funds"), pursuant to a share for share exchange. Altor Holdings Limited ("Altor Holdings") is the sole member of Altor Fund II GP Limited ("Altor GP"), which general partner or investment manager, as applicable, of the Altor Funds, such that each of Altor Holdings and Altor GP may be deemed a beneficial owner of the shares of Common Stock directly beneficially owned by Altor II Aggregator. Each of Altor Holdings and Altor GP disclaims beneficial ownership of the shares of Common Stock directly beneficially owned by Altor II Aggregator, except to the extent of its respective pecuniary interest therein.

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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