DiSanto Frederick D. Form 4 AMPCO PITTSBURGH / Frederick D. DiSanto ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DiSanto Frederick D.

(Last) (First) (Middle)

6060 PARKLAND

SUITE 200

(Street)

CLEVELAND OH 44124

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AMPCO PITTSBURGH CORP [ AP ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/28/2023

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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, par value $0.01 per share	06/28/2023		P		918(1)	A	$2.85	39,778	D
common Stock, par value $0.01 per share	06/29/2023		P		7,399(1)	A	$2.99	47,177	D
common Stock, par value $0.01 per share								491,517	I	See Footnote(2)
common Stock, par value $0.01 per share								42,774	I	See Footnote(3)
common Stock, par value $0.01 per share								484,535	I	See Footnote(4)
common Stock, par value $0.01 per share								49,705	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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

Explanation of Responses:

1. These shares represent open market purchases and the amendment of the total beneficially owned share amount.

2. Shares owned directly by Ancora Catalyst Institutional, LP. Mr. DiSanto, solely by virtue of his position as the Chairman and Chief Executive Officer of Ancora Holdings Group, LLC ("Ancora Holdings"), the sole member of Ancora Alternatives, LLC ("Ancora Alternatives"), the General Partner of Ancora Catalyst Institutional, LP, may be deemed to beneficially own the shares owned directly by Ancora Catalyst Institutional, LP, for purposes of Section 16. Mr. DiSanto expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

3. Shares owned directly by Ancora Catalyst, LP. Mr. DiSanto, solely by virtue of his position as the Chairman and Chief Executive Officer of Ancora Holdings, the sole member of Ancora Alternatives, the General Partner of Ancora Catalyst, LP, may be deemed to beneficially own the shares owned directly by Ancora Catalyst, LP, for purposes of Section 16. Mr. DiSanto expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

4. Shares owned directly by Ancora Merlin Institutional, LP. Mr. DiSanto, solely by virtue of his position as the Chairman and Chief Executive Officer of Ancora Holdings, the sole member of Ancora Alternatives, the General Partner of Ancora Merlin Institutional, LP, may be deemed to beneficially own the shares owned directly by Ancora Merlin Institutional, LP, for purposes of Section 16. Mr. DiSanto expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

5. Shares owned directly by Ancora Merlin, LP. Mr. DiSanto, solely by virtue of his position as the Chairman and Chief Executive Officer of Ancora Holdings, the sole member of Ancora Alternatives, the General Partner of Ancora Merlin, LP, may be deemed to beneficially own the shares owned directly by Ancora Merlin, LP, for purposesofSection16. Mr. DiSanto expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

	Fredrick DiSanto	07/03/2023
	** 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 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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