SEC Form 4: Kensington Capital Sponsor Iv Llc converted options into 9,857,142 shares and disposed of 13,124,642 shares, closing all direct ownership in the company
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| 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). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Amprius Technologies, Inc. [ AMPX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/14/2022 | ||||||||||||||||||||||||||
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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 | 09/14/2022 | C | 9,857,142 | A | (1) | 13,124,642 | D | |||
| Common Stock | 09/14/2022 | J | 13,124,642(2) | D | $0.00 | 0 | 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 | ||||||||
| Class B Ordinary Shares | (1) | 09/14/2022 | C | 9,857,142 | (1) | (1) | Common Stock | 9,857,142 | $0.00 | 0 | D | ||||
| Warrants (right to buy) | $11.5 | 09/14/2022 | J(3) | 16,000,000 | (4) | 09/14/2027 | Common Stock | 16,000,000 | $0.00 | 16,000,000 | D | ||||
| Warrants (right to buy) | $11.5 | 09/14/2022 | J(3) | 6,535,000 | (4) | 09/14/2027 | Common Stock | 6,535,000 | $0.00 | 6,535,000 | D | ||||
| Warrants (right to buy) | $11.5 | 09/14/2022 | J(2) | 16,000,000 | (4) | 09/14/2027 | Common Stock | 16,000,000 | $0.00 | 0 | D | ||||
| Warrants (right to buy) | $11.5 | 09/14/2022 | J(2) | 6,535,000 | (4) | 09/14/2027 | Common Stock | 6,535,000 | $0.00 | 0 | D | ||||
| Explanation of Responses: |
| 1. 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." |
| 2. The securities were distributed in-kind, pro-rata and for no additional consideration to the members of Kensington Capital Sponsor IV LLC in connection with its liquidating distribution. As a result of the transaction reported herein, the Reporting Person is no longer a 10% holder of the issuer. |
| 3. The Reporting Person acquired these securities in connection with the initial public offering of Kensington Capital Acquisition Corp. IV, which is the Issuer and changed its name to Amprius Technologies, Inc. upon closing of a 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. |
| 4. 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 upon exercise thereof has been declared effective (or, in the case of all of the warrants in Table II, until the 61st business day following the closing of the foregoing business combination if such a registration statement has not previously been declared effective). |
| Remarks: |
| KENSINGTON CAPITAL SPONSOR IV LLC, By: Kensington Capital Partners, LLC, Its: Managing Member, By: /s/ Justin Mirro, Name: Justin Mirro, Title: Managing Member | 09/16/2022 | |
| ** 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. | ||