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