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* Altor II Aggregator Topco Ltd (Last) (First) (Middle) 11-15 SEATON PLACE (Street) ST. HELIER Y9 JE4 0QH (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/12/2020	3. Issuer Name and Ticker or Trading Symbol AMPCO PITTSBURGH CORP [ AP ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	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	1,776,604	D(1)

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

Explanation of Responses:

1. The shares of Common Stock are directly beneficially owned by Altor II Aggregator Topco Limited ("Altor II Aggregator"). The shares of Common Stock were contributed to Altor II Aggregator by its direct parent, Altor II Holdings Limited ("Altor II"), which acquired the shares from its members, Altor Fund II (No. 1) Limited Partnership, Altor Fund II (No. 2) Limited Partnership, Altor Fund II (No. 3) Limited Partnership, and Altor Fund II (No. 4) Limited (collectively, the "Altor Funds"), pursuant to a share for share exchange. Altor Holdings Limited ("Altor Holdings") is the sole member of Altor Fund II GP Limited ("Altor GP"), which general partner or investment manager, as applicable, of the Altor Funds, such that each of Altor Holdings and Altor GP may be deemed a beneficial owner of the shares of Common Stock directly beneficially owned by Altor II Aggregator. Each of Altor Holdings and Altor GP disclaims beneficial ownership of the shares of Common Stock directly beneficially owned by Altor II Aggregator, except to the extent of its respective pecuniary interest therein.

	/s/ Mathew Hague, Authorized Representative	08/12/2020
	/s/ Alexandra Prince, Authorized Representative	08/12/2020
	** 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).
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