Justin Mirro - Sep 14, 2022 Form 4 Insider Report for Amprius Technologies, Inc. (AMPX)

Role
Director
Signature
/s/ Justin Mirro
Stock symbol
AMPX
Transactions as of
Sep 14, 2022
Transactions value $
$100,000
Form type
4
Date filed
9/16/2022, 07:01 PM
Previous filing
May 23, 2022
Next filing
Jun 12, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction AMPX Common Stock Conversion of derivative security +9.86M +301.67% 13.1M Sep 14, 2022 See footnote F1, F2
transaction AMPX Common Stock Other -13.1M -100% 0 Sep 14, 2022 See footnote F2, F3
transaction AMPX Common Stock Other +2.5M 2.5M Sep 14, 2022 See footnote F3, F4
transaction AMPX Common Stock Award +111K +4.45% 2.61M Sep 14, 2022 See footnote F4, F5
transaction AMPX Common Stock Other +1M 1M Sep 14, 2022 See footnote F3, F6
transaction AMPX Common Stock Other +1M 1M Sep 14, 2022 See footnote F3, F7

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 AMPX Class B Ordinary Shares Conversion of derivative security $0 -9.86M -100% $0.00* 0 Sep 14, 2022 Common Stock 9.86M See footnote F1, F2
transaction AMPX Warrants (right to buy) Other +4.7M 4.7M Sep 14, 2022 Common Stock 4.7M $11.50 See footnote F3, F4, F8, F9
transaction AMPX Warrants (right to buy) Award +111K 111K Sep 14, 2022 Common Stock 111K $12.50 See footnote F4, F5, F9
transaction AMPX Warrants (right to buy) Award $100K +200K $0.50* 200K Sep 14, 2022 Common Stock 200K $11.50 Direct F9, F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Upon completion of the Issuer's business combination transaction, the Issuer's Class B Ordinary Shares converted into shares of Common Stock of the Issuer. At the time the Class B shares were issued, the Issuer was a Cayman Islands exempted company incorporated with limited liability named "Kensington Capital Acquisition Corp. IV." In connection with a business combination transaction, the Issuer became a Delaware corporation and changed its name to "Amprius Technologies, Inc."
F2 Prior to the liquidating distribution described in the note 3 below, the securities were owned by Kensington Capital Sponsor IV LLC (the "Sponsor"). The Reporting Person is the managing member of the managing member of the Sponsor.
F3 The securities were distributed in-kind, pro-rata and for no additional consideration to the members of the Sponsor in connection with its liquidating distribution.
F4 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.
F5 Acquired in a PIPE transaction that closed concurrently with the closing of the Issuer's business combination transaction on September 14, 2022. In the PIPE transaction, the Reporting Person acquired 111,000 shares of Common Stock and 111,000 PIPE Warrants (described in Table II) for an aggregate purchase price of $1,110,000.
F6 The shares are owned by the Reporting Person as trustee of the Justin E. Mirro 2020 Qualified Annuity Trust dated 6/27/20. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
F7 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.
F8 The Sponsor acquired these securities in connection with the initial public offering of Kensington Capital Acquisition Corp. IV, which (as discussed above) is the Issuer and changed its name to Amprius Technologies, Inc. upon closing of the foregoing business combination transaction and is reporting the ownership thereof in connection with such closing. These securities were previously not beneficially owned for purposes of reporting their ownership on this Form.
F9 The securities become exercisable on October 14, 2022, provided that in no event are the securities exercisable unless a registration statement registering the shares issuable on exercise thereof has been declared effective (or, in the case of all of the warrants in Table II except for the warrants with an exercise price of $12.50, until the 61st business day following the closing of the foregoing business combination if such a registration statement has not previously been declared effective).
F10 The securities were issued by the Issuer at the closing of the foregoing business combination transaction upon conversion of a "working capital" loan made to the Issuer.