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

Role: Chief Operating Officer
Signature: /s/ Sandra Wallach, attorney-in-fact on behalf of Jonathan Bornstein
Stock symbol: AMPX
Transactions as of: Sep 14, 2022
Transactions value $: $0
Form type: 4
Date filed: 9/16/2022, 07:20 PM
Next filing: Sep 21, 2023

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	Stock Option (right to buy)	Award		+2.18M			2.18M	Sep 14, 2022	Common Stock	2.18M	$0.05	Direct	F1
transaction	AMPX	Stock Option (right to buy)	Award		+546K			546K	Sep 14, 2022	Common Stock	546K	$2.61	Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	On September 14, 2022, the Issuer completed a business combination (the "Business Combination") pursuant to the Business Combination Agreement, by and among the Issuer, a wholly owned subsidiary of the Issuer, and Amprius Technologies Operating, Inc. ("Legacy Amprius") At the effective time of the Business Combination (the "Effective Time"), each Legacy Amprius option was converted into an option to purchase a number of shares of Common Stock of the Issuer equal to the product (rounded down to the nearest whole number) of (i) the number of shares of Legacy Amprius common stock subject to the Legacy Amprius option immediately prior to the Effective Time multiplied by (ii) an exchange ratio of approximately 1.45590, at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of such Legacy Amprius option immediately prior to the Effective Time divided by (B) the Exchange Ratio
F2	1/48 of the total number of shares issuable upon exercise of the option vested on February 1, 2023, and 1/48 of the total number of shares issuable upon exercise of the option vest monthly thereafter until fully vested on January 1, 2027.

Content

On September 14, 2022, the Issuer completed a business combination (the "Business Combination") pursuant to the Business Combination Agreement, by and among the Issuer, a wholly owned subsidiary of the Issuer, and Amprius Technologies Operating, Inc. ("Legacy Amprius") At the effective time of the Business Combination (the "Effective Time"), each Legacy Amprius option was converted into an option to purchase a number of shares of Common Stock of the Issuer equal to the product (rounded down to the nearest whole number) of (i) the number of shares of Legacy Amprius common stock subject to the Legacy Amprius option immediately prior to the Effective Time multiplied by (ii) an exchange ratio of approximately 1.45590, at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of such Legacy Amprius option immediately prior to the Effective Time divided by (B) the Exchange Ratio

1/48 of the total number of shares issuable upon exercise of the option vested on February 1, 2023, and 1/48 of the total number of shares issuable upon exercise of the option vest monthly thereafter until fully vested on January 1, 2027.