President of Amprius Lab Bornstein Jonathan sold $322,016 worth of shares (166,706 units at $1.93), decreasing direct ownership by 4% to 454,131 units (SEC Form 4)
$AMPX
Industrial Machinery/Components
Miscellaneous
| 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 |
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| 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)
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2. Issuer Name and Ticker or Trading Symbol
Amprius Technologies, Inc. [ AMPX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/20/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 11/20/2024 | S | 133,536 | D | $1.9237(1) | 1,039,187(2) | I | See Footnote(3) | ||
| Common stock | 11/21/2024 | S | 15,000 | D | $1.9624(4) | 1,040,950(5) | I | See Footnote(3) | ||
| Common stock | 11/21/2024 | S(6) | 18,170 | D | $1.9646(7) | 454,131(8) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Explanation of Responses: |
| 1. The price reported in Column 4 is an average execution price. These shares were sold in multiple transactions at prices ranging from $1.89 to $1.98, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above. |
| 2. These shares of the issuer's common stock, which were previously held directly by the reporting person, were transferred on September 30, 2024 to the Jonathan G. Bornstein and Phyllis S. Brock Trust Agreement, for which the reporting person and his spouse are co-trustees. |
| 3. The securities are held directly by Jonathan G. Bornstein and Phyllis S. Brock Trust Agreement, for which the reporting person and his spouse are co-trustees. |
| 4. The price reported in Column 4 is an average execution price. These shares were sold in multiple transactions at prices ranging from $1.92 to $2.02, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above. |
| 5. Includes 16,763 shares of the issuer's common stock previously held directly by the reporting person, which were transferred on November 21, 2024 to the Jonathan G. Bornstein and Phyllis S. Brock Trust Agreement, for which the reporting person and his spouse are co-trustees. |
| 6. This transaction was effected pursuant to non-discretionary, sell-to-cover arrangements mandated by the issuer to fund tax withholding obligations in connection with the vesting of restricted stock units. |
| 7. The price reported in Column 4 is an average execution price. These shares were sold in multiple transactions at prices ranging from $1.93 to $2.02, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above. |
| 8. These securities are 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. |
| Remarks: |
| /s/ Sandra Wallach, attorney-in-fact on behalf of Jonathan Bornstein | 11/22/2024 | |
| ** 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. | ||