Amprius (AMPX) Form 4 Amprius / JUSTIN E MIRRO 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^*

MIRRO JUSTIN E

(Last) (First) (Middle)

1433 OLD COUNTRY ROAD, SUITE 301

(Street)

WESTBURY NY 11590

(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)
11/28/2023

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	11/28/2023		S		30,000	D	$3.713(1)	2,467,142	I	See footnote(2)
Common stock	11/28/2023		S		15,000	D	$3.7031(3)	1,985,000(4)	I	See footnote(5)
Common stock	11/29/2023		S		40,000	D	$4.0085(6)	2,427,142	I	See footnote(2)
Common stock	11/29/2023		S		20,000	D	$4.0056(6)	1,965,000	I	See footnote(5)
Common stock	11/30/2023		S		30,000	D	$4.1863(7)	2,397,142	I	See footnote(2)
Common stock	11/30/2023		S		15,000	D	$4.1844(8)	1,950,000	I	See footnote(5)
Common stock								17,895(9)	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 (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 price reported in Column 4 is a cumulative average price. These shares were sold in multiple transactions at prices ranging from $3.57 to $4.00, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

2. The securities are owned by Kensington Capital Partners, LLC, of which the reporting person is the managing member. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

3. The price reported in Column 4 is a cumulative average price. These shares were sold in multiple transactions at prices ranging from $3.58 to $3.96, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

4. Includes 1,000,000 shares previously held through Justin E. Mirro 2020 Qualified Annuity Trust dated 6/27/20, which were transferred on September 13, 2023 to Kensington Capital Trust dated 6/27/20.

5. The shares are owned by Elizabeth Mirro as trustee of the Kensington Capital Trust dated 6/27/20. Elizabeth Mirro is the reporting person's spouse. The reporting person disclaims beneficial ownership of these securities.

6. The price reported in Column 4 is a cumulative average price. These shares were sold in multiple transactions at prices ranging from $3.63 to $4.25, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

7. The price reported in Column 4 is a cumulative average price. These shares were sold in multiple transactions at prices ranging from $3.98 to $4.44, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

8. The price reported in Column 4 is a cumulative average price. These shares were sold in multiple transactions at prices ranging from $3.99 to $4.44, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

9. 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.

Remarks:

	/s/ Sandra Wallach, attorney-in-fact on behalf of Justin Mirro	11/30/2023
	** 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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