Jennifer Holmgren Form 4 LanzaTech Global / Jennifer Holmgren 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^*

Holmgren Jennifer

(Last) (First) (Middle)

8045 LAMON AVENUE, SUITE 400

(Street)

SKOKIE IL 60077

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
LanzaTech Global, Inc. [ LNZA ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/08/2023

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	02/08/2023		A		3,683,161	A	(1)	3,683,161	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
Stock Options	$1.38	02/08/2023		A		79,705		(2)	09/20/2027	Common Stock	348,683	(5)	79,705	D
Stock Options	$1.38	02/08/2023		A		145,295		(2)	09/20/2027	Common Stock	635,618	(5)	145,295	D
Stock Options	$1.07	02/08/2023		A		194,630		(3)	06/26/2030	Common Stock	851,443	(5)	194,630	D
Stock Options	$1.07	02/08/2023		A		19,483		(4)	06/26/2030	Common Stock	85,231	(5)	19,483	D
Stock Options	$1.07	02/08/2023		A		27,275		(2)	06/26/2030	Common Stock	119,319	(5)	27,275	D

Explanation of Responses:

1. On February 8, 2023, AMCI Acquisition Corp. II ("AMCI") consummated a business combination (the "Business Combination") by and among AMCI, AMCI Merger Sub, Inc., a Delaware corporation ("AMCI Merger Sub") and LanzaTech NZ, Inc., a Delaware corporation ("Legacy LanzaTech"), AMCI changed its name to "LanzaTech Global, Inc." and AMCI Merger Sub merged with and into Legacy LanzaTech. As part of the Business Combination, each share of Legacy LanzaTech stock was exchanged for 4.374677 shares of common stock of LanzaTech Global, Inc.

2. Options are fully vested and exercisable.

3. 20% of the options vested on on January 1, 2021, the remaining options vest monthly thereafter over the remaining four years.

4. Vests in 36 monthly increments that began on January 1, 2023.

5. As part of the Business Combination, each Legacy LanzaTech stock option was exchanged for a stock option to acquire 4.374677 shares of common stock of LanzaTech Global, Inc.

	/s/ Joseph Blasko, as Attorney-in-Fact	02/10/2023
	** 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).
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