SEC FORM 4

SEC Form 4

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^*

Burns Stephen S.

(Last)

(First)

(Middle)

C/O AMP HOLDING INC.

100 COMMERCE DRIVE

(Street)

LOVELAND

45140

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AMP Holding Inc. [ AMPD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	PRESIDENT

3. Date of Earliest Transaction (Month/Day/Year)
05/23/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
COMMON STOCK, $0.001 PAR VALUE	05/28/2014		P		500,000	A	$0.1	8,173,367	I⁽²⁾	N/A
COMMON STOCK, $0.001 PAR VALUE	05/23/2014		P		1,087,000	A	$0.1	7,673,367	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
COMMON STOCK PURCHASE WARRANT	$0.15	05/23/2014		P		543,500		05/23/2014	05/23/2017	COMMON STOCK	543,500⁽¹⁾	$0.15	543,500⁽¹⁾	D
STOCK OPTIONS	$0.29	03/15/2013		P		400,000		03/15/2013	05/25/2018	COMMON STOCK	400,000	$0.29	400,000	D
COMMON STOCK PURCHASE WARRANT	$0.25	11/29/2012		P		100,000		05/02/2012	05/02/2015	COMMON STOCK	100,000	$0.25	100,000	D
COMMON STOCK PURCHASE WARRANT	$0.25	06/30/2012		P		389,250		06/30/2012	06/30/2015	COMMON STOCK	389,250	$0.25	389,250	D
STOCK OPTIONS	$0.6							05/25/2011	05/25/2016	COMMON STOCK	500,000		500,000	D
COMMON STOCK PURCHASE WARRANT	$2							05/25/2011	05/25/2016	COMMON STOCK	500,000		500,000	D
COMMON STOCK PURCHASE WARRANT	$2							12/08/2010	12/08/2015	COMMON STOCK	300,000		300,000	D
STOCK OPTIONS	$0.11	12/04/2010		P		300,000		12/04/2010	12/04/2015	COMMON STOCK	300,000	$0.11	300,000	D
STOCK OPTIONS	$0.72							12/08/2010	12/08/2020	COMMON STOCK	300,000		300,000	D
STOCK OPTIONS	$0.4	05/12/2010		P		600,000		12/08/2010	05/12/2015	COMMON STOCK	600,000	$0.4	600,000	D

Explanation of Responses:

1. On May 23, 2014 Mr. Burns and the Company converted an aggregate of $108,700 that Mr. Burns deposited and/or loaned to the Company into 1,087,000 shares of the Company's common stock and a common stock purchase warrant to acquire 543,500 shares of common stock at $0.15 per share.

2. Shares of common stock are held by Deborah Sue Burns, the wife of Stephen Burns.

Remarks:

	/s/ Stephen S. Burns	06/06/2014
	** 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).
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