Chief Executive Officer Mcbrayer Brett covered exercise/tax liability with 22,016 shares and was granted 78,300 shares, increasing direct ownership by 15% to 429,631 units (SEC Form 4)
$AP
Fluid Controls
Industrials
| 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 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
AMPCO PITTSBURGH CORP [ AP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/15/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 05/15/2025 | F | 10,474 | D(1) | $2.26 | 362,873 | D | |||
| Common Stock | 05/15/2025 | F | 11,542 | D(2) | $2.26 | 351,331 | D | |||
| Common Stock | 05/15/2025 | A | 78,300(3) | A | $0 | 429,631 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Performance Rights | (4) | 05/15/2025 | A | 80,673 | (4) | 05/15/2028 | Common Stock | 80,673 | $0 | 80,673 | D | ||||
| Explanation of Responses: |
| 1. Represents the payment of tax liability by withholding shares incident to the vesting of the 2023 grant of Restricted Stock Units. |
| 2. Represents the payment of tax liability by withholding shares incident to the vesting of the 2024 grant of Restricted Stock Units. |
| 3. Represents a grant of restricted stock units under the Ampco-Pittsburgh Corporation ("Company") 2016 Omnibus Incentive Plan, as amended and restated as of May 8, 2025. Each restricted stock unit represents the contingent right to receive upon vesting of the unit, one share of the Company's common stock. Restricted stock units vest in three equal annual installments beginning on the first anniversary of the grant date. |
| 4. Each performance right represents a contingent right to receive one share of common stock of the Company. The number of securities reported in Table II, column 5 of this Form 4 represents the target payout of the award. The number of shares of common stock payable upon vesting of the award, which will occur on May 15, 2028, could range from 0% to 200% of target, if and to the extent that the Company's stock price reaches specified levels during the performance period ending on December 31, 2027. |
| Kimberly P. Knox, attorney-in-fact | 05/16/2025 | |
| ** 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. | ||