Ampco-Pittsburgh Form 4 AMPCO PITTSBURGH / WILLIAM K LIEBERMAN 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^*

LIEBERMAN WILLIAM K

(Last)

(First)

(Middle)

339 SIXTH AVENUE

HEINZ 57 CENTER, SUITE 720

(Street)

PITTSBURGH

15222

(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)
02/03/2014

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/03/2014⁽¹⁾		P		48.9922⁽²⁾	A	$17.8743	5,348.9922	D⁽³⁾
Common Stock	05/01/2014⁽¹⁾		P		44.1201⁽²⁾	A	$20.048	5,393.1123	D⁽³⁾
Common Stock	08/01/2014⁽¹⁾		P		54.8689⁽²⁾	A	$20.366	5,447.9812	D⁽³⁾
Common Stock	11/03/2014⁽¹⁾		P		56.9162⁽²⁾	A	$19.807	5,504.8974	D⁽³⁾
Common Stock	02/02/2015⁽¹⁾		P		82.1472⁽²⁾	A	$18.2304	5,587.0446	D⁽³⁾
Common Stock	05/01/2015⁽¹⁾		P		94.538⁽²⁾	A	$16.028	5,681.4026	D⁽³⁾
Common Stock	08/03/2015⁽¹⁾		P		136.7749⁽²⁾	A	$13.274	5,818.1775	D⁽³⁾
Common Stock	11/02/2015⁽¹⁾		P		158.1853⁽²⁾	A	$11.633	5,976.3628	D⁽³⁾
Common Stock	02/01/2016⁽¹⁾		P		184.2487⁽²⁾	A	$10.142	6,160.6115	D⁽³⁾
Common Stock	05/02/2016⁽¹⁾		P		50.489⁽²⁾	A	$18.834	6,211.1005	D⁽³⁾
Common Stock	08/01/2016⁽¹⁾		P		94.8224⁽²⁾	A	$13.122	6,305.9229	D⁽³⁾
Common Stock	10/31/2016⁽¹⁾		P		119.0803⁽²⁾	A	$10.5205	6,425.0032	D⁽³⁾
Common Stock	01/31/2017⁽¹⁾		P		84.9401⁽²⁾	A	$14.8753	6,509.9433	D⁽³⁾
Common Stock	05/01/2017⁽¹⁾		P		87.4972⁽²⁾	A	$14.5279	6,597.4405	D⁽³⁾
Common Stock	09/22/2020		X⁽⁴⁾		18,807	A	$3.5	60,938	D
Common Stock	09/22/2020		X⁽⁴⁾		2,944	A	$3.5	9,541.4405	D⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Subscription Rights (right to buy)	$1.5624	09/22/2020		X⁽⁴⁾			42,131	08/18/2020	09/18/2020	Units consisting of Common Stock and Series A Warrants⁽⁴⁾	⁽⁴⁾	$0.00	0	D
Series A Warrants (right to buy)⁽⁵⁾	$2.5668⁽⁵⁾	09/22/2020		X⁽⁴⁾		42,131⁽⁵⁾		09/18/2020	08/01/2025	Common Stock	18,807	⁽⁴⁾	42,131	D
Subscription Rights (right to buy)	$1.5624	09/22/2020		X⁽⁴⁾			6,597	08/18/2020	09/18/2020	Units consisting of Common Stock and Series A Warrants⁽⁴⁾	⁽⁴⁾	$0.00	0	D⁽³⁾
Series A Warrants (right to buy)⁽⁵⁾	$2.5668⁽⁵⁾	09/22/2020		X⁽⁴⁾		6,597⁽⁵⁾		09/18/2020	08/01/2025	Common Stock	2,944	⁽⁴⁾	6,597	D⁽³⁾

Explanation of Responses:

1. The purchase of these shares was inadvertently omitted due to administrative oversight.

2. Reflects reinvestment of dividends received under a broker-administered dividend reinvestment plan.

3. Joint w/ spouse

4. Represents the conversion of a subscription right issued by the Issuer as part of a rights offering. Each subscription right was exercisable for units that consisted of (i) 0.4464 shares of common stock and (ii) a Series A warrant exercisable to acquire 0.4464 shares of common stock at an exercise price of $2.5668 (or $5.75 per whole share of common stock under the Series A warrants). The subscription price of each unit was $1.5624 per unit (or $3.50 per whole share of common stock and Series A warrants to purchase a whole share of common stock). The securities issued upon conversion of the subscription rights are exempted from Section 16(b) pursuant to Rule 16b-3.

5. Each Series A warrant represents the right to purchase 0.4464 shares of common stock at an exercise price of $2.5668 per share and was issued as part of a subscription right issued in a rights offering by the Issuer. The Series A warrants are exercisable only for whole numbers of shares of Common Stock.

Remarks:

	/s/ Rose Hoover for William K. Lieberman (POA previously filed)	09/24/2020
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Ampco-Pittsburgh (AP) Form 4AMPCO PITTSBURGH / WILLIAM K LIEBERMAN ownership change