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* Anderson David George (Last) (First) (Middle) 726 BELL AVENUE SUITE 301 (Street) CARNEGIE PA 15106 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/01/2022	3. Issuer Name and Ticker or Trading Symbol AMPCO PITTSBURGH CORP [ AP ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) President,Air&Liq. Proc. Group	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	18,431(1)	D

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
Series A Warrants (right to buy)(2)	09/22/2020	08/01/2025	Common Stock	8,035	(3)	D
Non-Qualified Stock Options	(4)	05/03/2022	Common Stock	4,750	$17.67	D
Non-Qualified Stock Options	(5)	05/02/2023	Common Stock	4,750	$17.16	D
Non-Qualified Stock Options	(6)	04/29/2024	Common Stock	5,500	$20	D

Explanation of Responses:

1. Represents 12,403 shares held directly and restricted stock units ("RSUs") to acquire up to 6,028 shares. The RSUs were granted under the Ampco-Pittsburgh Corporation ("Company") 2016 Omnibus Incentive Plan, as amended. The RSUs remain subject to vesting as set forth in the applicable award agreement.

2. Each Series A warrant represents the right to purchase 0.4464 shares of common stock at an exercise price of $2.5668 per share and was issued as part of a subscription right issued in a rights offering by the Issuer. The Series A warrants are exercisable only for whole numbers of shares of Common Stock.

3. Each Series A warrant is 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).

4. The reporting person was awarded 4,750 employee stock options on May 3, 2012, of which 4,750 remain and are fully vested.

5. The reporting person was awarded 4,750 employee stock options on May 2, 2013, of which 4,750 remain and are fully vested.

6. The reporting person was awarded 5,500 employee stock options on April 29, 2014, of which 5,500 remain and are fully vested.

Remarks:

	/s/ Alicia Marchesano, Attorney-in-Fact	01/20/2022
	** 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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