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 |
|
|||||||||||||||
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Amprius Technologies, Inc. [ AMPX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 07/23/2024 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 07/23/2024 | A | 925,900 | A | (1) | 2,393,042 | I | See Footnote(2) | ||
Common Stock | 142,895(5) | D | ||||||||
Common Stock | 1,585,000 | I | See Footnote(6) |
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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Warrants (right to buy) | (3) | 07/23/2024 | D | 4,700,000 | 10/14/2022 | 09/14/2027 | Common Stock | 4,700,000 | (4) | 0 | I | See Footnote(2) | |||
Warrants (right to buy) | $11.5 | 10/14/2022 | 09/14/2027 | Common Stock | 200,000 | 200,000 | D |
Explanation of Responses: |
1. The reporting person received 925,900 shares of common stock in exchange for warrants to purchase 4,700,000 shares of common stock. The warrants were referred to as "Private Warrants" of the Issuer. |
2. The securities are owned by Kensington Capital Partners, LLC, of which the reporting person is the managing member. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
3. Pursuant to the Issuer's offer (the "Offer") to holders of its outstanding Private Warrants, the Issuer offered to exchange 0.197 shares of the Issuer's common stock for each Private Warrant exercisable for one share of the Issuer's common stock upon the terms set forth in the Issuer's Offer to Exchange Private Warrants to Acquire Common Stock filed as an exhibit to the Issuer's Schedule TO filed with the Securities and Exchange Commission on June 24, 2024. |
4. The securities were in September 2022 distributed in-kind, pro-rata and for no additional consideration to the members (one of whom was Kensington Capital Partners, LLC) of Kensington Capital Sponsor IV, LLC in connection with its liquidating distribution. |
5. Includes 125,000 restricted stock units, each of which represents a contingent right to receive one share of the issuer's common stock, subject to the applicable vesting schedule and conditions of each restricted stock unit. |
6. The shares are owned by Elizabeth Mirro as trustee of the Kensington Capital Trust dated 6/27/20. Elizabeth Mirro is the reporting person's spouse. The reporting person disclaims beneficial ownership of these securities. |
/s/ Justin Mirro | 07/25/2024 | |
** 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). | ||
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. |