Amprius (AMPX) Form 4 Amprius / DONALD R DIXON 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^*

DIXON DONALD R

(Last) (First) (Middle)

C/O AMPRIUS TECHNOLOGIES, INC.,

1180 PAGE AVENUE

(Street)

FREMONT CA 94538

(City) (State) (Zip)

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

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)
06/09/2023

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	06/09/2023		A		17,895(1)	A	$0	17,895(2)	D
Common stock								100,000	I	See Footnote(3)
Common stock								96,267	I	See Footnotes(4)(5)
Common stock								3,733	I	See Footnotes(5)(6)

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. The securities are represented by restricted stock units. Each restricted stock unit represents the reporting person's right to receive one share of issuer's common stock. 100% of the restricted stock units vest on the earlier of (i) the one-year anniversary of the date the restricted stock units were granted and (ii) the day before the next annual meeting of stockholders, subject to the reporting person's continued service as of the vesting date.

2. Includes 17,895 restricted stock units, each of which represents a contingent right to receive one share of the issuer's common stock, subject to the applicable vesting schedule and conditions of each restricted stock unit.

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

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

5. 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.

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

Remarks:

	/s/ Sandra Wallach, attorney-in-fact on behalf of Donald R. Dixon	06/12/2023
	** 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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