SEC Form 4 filed by Chief Technology Officer Stefan Constantin Ionel
$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) 10/23/2024 | ||||||||||||||||||||||||||
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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 | 439,130(1)(2) | 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 | ||||||||
| Stock Option (right to buy) | $0.98 | 10/23/2024 | A(3) | 3,471 | (4) | 03/17/2025 | Common stock | 3,471 | (5) | 3,471 | D | ||||
| Stock Option (right to buy) | $0.62 | 10/23/2024 | A(3) | 41,653 | (4) | 03/15/2027 | Common stock | 41,653 | (6) | 41,653 | D | ||||
| Stock Option (right to buy) | $3.68 | 10/23/2024 | A(3) | 139,613 | (4) | 12/15/2031 | Common stock | 139,613 | (7) | 139,613 | D | ||||
| Explanation of Responses: |
| 1. Includes 52,962 shares that the Reporting Person received in a pro rata distribution by Amprius, Inc. ("Amprius Holdings"), which distribution was exempt under Rule 16a-9, in connection with Amprius Holdings' dissolution (the "Liquidating Distribution"). |
| 2. Includes 327,749 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. |
| 3. In connection with the Liquidating Distribution, the Issuer assumed Amprius Holdings' outstanding options to purchase shares of Amprius Holdings' Class A common stock (the "Holdings Options") granted under the Amprius, Inc. 2008 Stock Plan and the Amprius, Inc. Second Equity Incentive Plan (the "Option Assumption"). As a result of the Option Assumption, each Holdings Option held by the Reporting Person became an option to purchase a number of shares of the Issuer's common stock, subject to certain adjustments to the terms of such options to comply with the requirements of U.S. Internal Revenue Code treasury regulation relating to equity grant assumptions. |
| 4. The options are fully vested. |
| 5. Received in connection with the Option Assumption in exchange for stock options to acquire 5,000 shares of Amprius Holdings' Class A common stock at an exercise price of $0.68 per share. |
| 6. Received in connection with the Option Assumption in exchange for stock options to acquire 60,000 shares of Amprius Holdings' Class A common stock at an exercise price of $0.43 per share. |
| 7. Received in connection with the Option Assumption in exchange for stock options to acquire 201,110 shares of Amprius Holdings' Class A common stock at an exercise price of $2.55 per share. |
| Remarks: |
| /s/ Sandra Wallach, attorney-in-fact on behalf of Constantin Ionel Stefan | 10/25/2024 | |
| ** 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. | ||