Carl H. Pforzheimer II - Sep 22, 2020 Form 4 Insider Report for AMPCO PITTSBURGH CORP (AP)

Role
Director
Signature
/s/ Kimberly P. Knox, attorney-in-fact
Stock symbol
AP
Transactions as of
Sep 22, 2020
Transactions value $
$5,355
Form type
4
Date filed
5/24/2023, 09:35 AM
Next filing
May 14, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction AP Common Stock Exercise of in-the-money or at-the-money derivative security $2.5K +714 +44.63% $3.50 2.31K Sep 22, 2020 See Footnote F1, F2, F3
transaction AP Common Stock Options Exercise $2.86K +714 +30.86% $4.00 3.03K Jul 22, 2022 See Footnote F1, F3, F4
holding AP Common Stock 141K Sep 22, 2020 Direct

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 Subscription Rights (right to buy) Exercise of in-the-money or at-the-money derivative security $0 -1.6K -100% $0.00* 0 Sep 22, 2020 Units consisting of Common Stock and Series A Warrants $1.56 See Footnote F1, F2, F3
transaction AP Series A Warrant (right to buy) Exercise of in-the-money or at-the-money derivative security +1.6K 1.6K Sep 22, 2020 Common Stock 714 $2.57 See Footnote F1, F2, F3, F5
transaction AP Series A Warrant (right to buy) Options Exercise -1.6K -100% 0 Jul 22, 2022 Common Stock 714 $2.57 See Footnote F1, F3, F4, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 This Form 4 is being filed to include the acquisition of shares of common stock and Series A Warrants that had been inadvertently omitted.
F2 Represents the conversion of a subscription right issued by the Issuer as part of a rights offering that closed on September 22, 2020 (the "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.
F3 Shares are held equally between two different trusts, including half of the shares that are held by a trust of which Reporting Person is a trustee and principal beneficiary and the other half are held by a trust of which Reporting Person is a trustee in which he disclaims beneficial ownership.
F4 Represents the conversion of Series A warrants issued by the Issuer as part of the Rights Offering, 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).
F5 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.
F6 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.