0000899243-22-026744.txt : 20220726 0000899243-22-026744.hdr.sgml : 20220726 20220726181452 ACCESSION NUMBER: 0000899243-22-026744 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20220722 FILED AS OF DATE: 20220726 DATE AS OF CHANGE: 20220726 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: 221108095 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 X0306 4 2022-07-22 0 0000006176 AMPCO PITTSBURGH CORP AP 0001190987 PFORZHEIMER CARL H II 122 EAST 42ND STREET SUITE 4305 NEW YORK NY 10168 1 0 0 0 Common Stock 2022-07-22 4 M 0 22320 4.00 A 128655 D Common Stock 1600 I See Footnote Series A Warrant (right to buy) 2.6558 2022-07-22 4 M 0 50000 D 2020-09-22 2025-08-01 Common Stock 22320 0 D Represents the conversion of Series A warrants issued by the Issuer as part of a rights offering that closed on September 22, 2020, 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). 1,600 shares held by a trust of which he is a trustee. 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. Exhibit 24.1 /s/ Michael A. McAuley for Carl H. Pforzheimer, III 2022-07-26 EX-24.1 2 attachment1.htm EX-24.1 DOCUMENT


                               Power of Attorney

   Know all by these presents, that the undersigned hereby makes, constitutes
and appoints each of J. Brett McBrayer, Michael G. McAuley and Seth Popick, or
either of them acting singly, and with full power of substitution and re-
substitution, the undersigned's true  and lawful attorney-in-fact (each of such
persons and their substitutes being referred to herein as the "Attorney-in-
Fact"), with full power to act for the undersigned and in the undersigned's
name, place and stead, in any and all capacities, to:

   1.  Prepare, execute, and submit to the Securities and Exchange Commission (
       "SEC") a Form ID, including amendments thereto, and any other documents
       necessary or appropriate to obtain codes and passwords enabling the
       undersigned to make electronic filings with the SEC of reports required
       or considered by the Attorney-in-Fact to be advisable under Section 13 or
       Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act") or
       any rule or regulation of the SEC;

   2.  Prepare, execute and submit to the SEC, Ampco-Pittsburgh Corporation
       (the "Company"), and/or any national securities exchange on which the
       Company's securities are listed any and all reports (including any
       amendments thereto) the undersigned is required to file with the SEC, or
       which the Attorney-in-Fact considers it advisable to file with the SEC,
       under Section 13 or Section 16 of the Exchange Act or any rule or
       regulation thereunder, or under Rule 144 under the Securities Act of 1933
       ("Rule 144"), with respect to the any security of the Company, including
       Forms 3, 4 and 5, Schedules 13D and 13G, and Forms 144; and

   3.  Obtain, as the undersigned's representative and on the undersigned's
       behalf, information regarding transactions in the Company's equity
       securities from any third party, including the Company and any brokers,
       dealers, employee benefit plan administrators and trustees, and the
       undersigned hereby authorizes any such third party to release any such
       information to the Attorney-in-Fact.

   The undersigned acknowledges that:

        a)  This Power of Attorney authorizes, but does not require, the
            Attorney-in-Fact to act in his or her discretion on information
            provided to such Attorney-in-Fact without independent verification
            of such information;

        b)  Any documents prepared or executed by the Attorney-in-Fact on behalf
            of the undersigned pursuant to this Power of Attorney will be in
            such form and will contain such information as the Attorney-in-Fact,
            in his or her discretion, deems necessary or desirable;

        c)  Neither the Company nor the Attorney-in-Fact assumes any liability
            for the undersigned's responsibility to comply with the requirements
            of Section 13 or Section 16 of the Exchange Act or Rule 144, any
            liability of the undersigned for any failure to comply with such
            requirements, or any liability of the undersigned for disgorgement
            of profits under Section 16(b) of the Exchange Act; and

        d)  This Power of Attorney does not relieve the undersigned from
            responsibility for compliance with the undersigned's obligations
            under Section 13 or Section 16 of the Exchange Act, including,
            without limitation, the reporting requirements under Section 13 or
            Section 16 of the Exchange Act.

   The undersigned hereby grants to the Attorney-in-Fact full power and
authority to do and perform each and every act and thing requisite, necessary or
advisable to be done in connection with the foregoing, as fully, to all intents
and purposes, as the undersigned might or could do in person, hereby ratifying
and confirming all that the Attorney-in-Fact, or his or her substitute or
substitutes, shall lawfully do or cause to be done by authority of this Power of
Attorney.

   This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 4 or 5 or Schedules 13D or 13G
or Forms 144 with respect to the undersigned's holdings of and transactions in
securities of the Company, unless earlier revoked by the undersigned in a signed
writing delivered to the Attorney-in-Fact. This Power of Attorney revokes all
previous powers of attorney with respect to the subject matter of this Power of
Attorney.

   IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of
July 26, 2022.

                                                /s/ Carl H. Pforzheimer
                                                --------------------------------
                                                   Signature