Carl H. Pforzheimer II - Jul 22, 2022 Form 4 Insider Report for AMPCO PITTSBURGH CORP (AP)

Role: Director
Signature: /s/ Michael A. McAuley for Carl H. Pforzheimer, III
Stock symbol: AP
Transactions as of: Jul 22, 2022
Transactions value $: $89,280
Form type: 4
Date filed: 7/26/2022, 06:14 PM
Previous filing: May 6, 2022
Next filing: May 18, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	AP	Common Stock	Options Exercise	$89.3K	+22.3K	+20.99%	$4.00	129K	Jul 22, 2022	Direct	F1
holding	AP	Common Stock						1.6K	Jul 22, 2022	See Footnote	F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	AP	Series A Warrant (right to buy)	Options Exercise		-50K	-100%		0	Jul 22, 2022	Common Stock	22.3K	$2.66	Direct	F1, F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents the conversion of Series A warrants issued by the Issuer as part of a rights offering that closed on September 22, 2020, converted at the temporarily discounted price of $1.7856 per Series A warrant (or $4.00 per whole share of the Issuer's common stock). Beginning May 31, 2022 and expiring at 11:59 p.m. Eastern Time on July 15, 2022, the Issuer through an offer to exercise offered holders of the Issuer's outstanding Series A warrants the opportunity to exercise their Series A warrants at the temporarily reduced exercise price of $1.7856 per Series A warrant (or $4.00 per whole share of the Corporation's common stock).
F2	1,600 shares held by a trust of which he is a trustee.
F3	Other than between May 31, 2022 and before 11:59 p.m. Eastern Time on July 15, 2022, when each Series A warrant represented the right to purchase 0.4464 shares of common stock at a temporarily reduced exercise price of $1.7856 per each Series A warrant, each Series A warrant represents the right to purchase 0.4464 shares of common stock at an exercise price of $2.5668 per series A warrant (or $5.75 per whole share of the Issuer's common stock). The Series A warrants are exercisable only for whole numbers of shares of Common Stock.
F4	Series A warrants were issued on September 22, 2020 upon 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.

Remarks:

Exhibit 24.1