| 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 |
|
|||||||||||||||
| 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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
AMPCO PITTSBURGH CORP [ AP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 05/15/2024 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
|||||||||||||||||||||||||
| 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 | 05/15/2024 | A | 12,728(1) | A | $0 | 72,633 | 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. Represents a grant of restricted stock under the Ampco-Pittsburgh Corporation 2016 Omnibus Incentive Plan, as amended and restated May 18, 2023. These grants of restricted stock vest on the first anniversary of the grant date. |
| 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 purposes of Section 16. Mr. DiSanto expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
| Fredrick DiSanto | 05/17/2024 | |
| ** 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. | ||
