Donald R Dixon Form 3 Amprius / DONALD R DIXON ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

DIXON DONALD R

(Last) (First) (Middle)

C/O AMPRIUS TECHNOLOGIES, INC.,

1180 PAGE AVENUE

(Street)

FREMONT CA 94538

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/14/2022

3. Issuer Name and Ticker or Trading Symbol
Amprius Technologies, Inc. [ AMPX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	100,000	I	See Footnote(1)
Common Stock	96,267	I	See Footnotes(2)(3)
Common Stock	3,733	I	See Footnotes(3)(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants (right to buy)	(5)	09/14/2027	Common Stock	100,000	12.5	I	See Footnote(1)
Warrants (right to buy)	(5)	09/14/2027	Common Stock	96,267	12.5	I	See Footnote(2)(3)
Warrants (right to buy)	(5)	09/14/2027	Common Stock	3,733	12.5	I	See Footnote(4)(3)

Explanation of Responses:

1. The securities are held directly by The Dixon Revocable Trust, for which the Reporting Person and his spouse are co-trustees.

2. The securities are held directly by Trident Capital Fund-VI, L.P.

3. Trident Capital Management VI, L.L.C. ("TCM VI") is the sole general partner of Trident Capital Fund VI, L.P. ("Trident Fund VI") and the sole managing member of Trident Capital Fund - VI Principals Fund, L.L.C. ("Trident Principals VI"). The Reporting Person is a managing member of TCM VI and, as such, may be deemed to have shared voting and dispositive power with respect to the issuer's securities held of record by each of Trident Fund VI and Trident Principals VI. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the shares for purposes of Section 16 or for any other purpose.

4. The securities are held directly by Trident Principals VI.

5. 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 on exercise thereof has been declared effective.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Sandra Wallach, attorney-in-fact on behalf of Donald Dixon	09/16/2022
	** Signature of Reporting Person	Date
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 5 (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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