0001209191-23-031817.txt : 20230524
0001209191-23-031817.hdr.sgml : 20230524
20230524093529
ACCESSION NUMBER: 0001209191-23-031817
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200922
FILED AS OF DATE: 20230524
DATE AS OF CHANGE: 20230524
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: PFORZHEIMER CARL H II
CENTRAL INDEX KEY: 0001190987
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-00898
FILM NUMBER: 23951136
MAIL ADDRESS:
STREET 1: CARL H PFORZHEIMER & CO
STREET 2: 650 MADISON 23 FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: AMPCO PITTSBURGH CORP
CENTRAL INDEX KEY: 0000006176
STANDARD INDUSTRIAL CLASSIFICATION: PUMPS & PUMPING EQUIPMENT [3561]
IRS NUMBER: 251117717
STATE OF INCORPORATION: PA
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 726 BELL AVENUE
STREET 2: SUITE 301
CITY: CARNEGIE
STATE: PA
ZIP: 15106
BUSINESS PHONE: 412-456-4400
MAIL ADDRESS:
STREET 1: 726 BELL AVENUE
STREET 2: SUITE 301
CITY: CARNEGIE
STATE: PA
ZIP: 15106
FORMER COMPANY:
FORMER CONFORMED NAME: SCREW & BOLT CORP OF AMERICA
DATE OF NAME CHANGE: 19710518
4
1
doc4.xml
FORM 4 SUBMISSION
X0407
4
2020-09-22
0
0000006176
AMPCO PITTSBURGH CORP
AP
0001190987
PFORZHEIMER CARL H II
726 BELL AVENUE
SUITE 301
CARNEGIE
PA
15106
1
0
0
0
0
Common Stock
2020-09-22
4
X
0
714
3.50
A
2314
I
See Footnote
Common Stock
2022-07-22
4
M
0
714
4.00
A
3028
I
See Footnote
Common Stock
141383
D
Subscription Rights (right to buy)
1.5624
2020-09-22
4
X
0
1600
0.00
D
2020-08-18
2020-09-18
Units consisting of Common Stock and Series A Warrants
0
I
See Footnote
Series A Warrant (right to buy)
2.5668
2020-09-22
4
X
0
1600
A
2020-09-22
2025-08-01
Common Stock
714
1600
I
See Footnote
Series A Warrant (right to buy)
2.5668
2022-07-22
4
M
0
1600
D
2020-09-22
2025-08-01
Common Stock
714
0
I
See Footnote
This Form 4 is being filed to include the acquisition of shares of common stock and Series A Warrants that had been inadvertently omitted.
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.
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.
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).
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.
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.
/s/ Kimberly P. Knox, attorney-in-fact
2023-05-24