SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Zatawski Keith

(Last) (First) (Middle)
726 BELL AVENUE
SUITE 301

(Street)
CARNEGIA PA 15106

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
08/10/2017
3. Issuer Name and Ticker or Trading Symbol
AMPCO PITTSBURGH CORP [ AP ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Risk Officer
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 1,606 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Options (1) 05/02/2023 common stock 5,500 17.16 D
Non-Qualified Stock Options (1) 04/29/2024 common stock 5,500 20 D
Restricted Stock Units (2) (2) common stock 742 (3) D
Restricted Stock Units (4) (4) common stock 1,248 (3) D
Restricted Stock Units (5) (5) common stock 858 (3) D
Explanation of Responses:
1. Subject to acceleration in certain circumstances, the option becomes vested and exercisable under the following schedule assuming the optionee continues employment with the Issuer through the date of vesting: 33% on the first anniversary of the grant date, 66% on the second anniversary of the grant date and 100% on the third anniversary of the grant date.
2. The reporting person received a grant of 2,226 restricted stock units, which vest in 3 annual installments, beginning on May 5, 2016. 1/3 of the restricted stock units vested on May 5, 2016. 1/3 of the restricted stock units vested on May 5, 2017. The remainder will continue to vest in one installment through the remainder of the term.
3. Each restricted stock unit represents a contingent right to receive one share of Ampco-Pittsburgh Corporation common stock.
4. The reporting person received a grant of 1,872 restricted stock units, which vest in 3 annual installments, beginning on May 5, 2017. 1/3 of the restricted stock units vested on May 5, 2017. The remainder will continue to vest in two installments through the remainder of the term.
5. The restricted stock units vest in three equal annual installments beginning May 3, 2018.
Remarks:
/s/Masha Trainor, Attorney-In-Fact, POA Attached Hereto 08/10/2017
** 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 5 (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.