SEC FORM 4

SEC FORM 4 SEC Form 4

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).

1. Name and Address of Reporting Person^*

DiSanto Frederick D.

(Last)

(First)

(Middle)

6060 PARKLAND BOULEVARD

SUITE 200

(Street)

CLEVELAND

44124

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AMPCO PITTSBURGH CORP [ AP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/18/2023

4. 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

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/18/2023		A		12,728⁽¹⁾	A	$0.00	25,456	D
Common Stock								491,517	I	By: Ancora Catalyst Institutional, LP⁽²⁾
Common Stock								42,774	I	By: Ancora Catalyst, LP⁽³⁾
Common Stock								484,535	I	By: Ancora Merlin Institutional, LP⁽⁴⁾
Common Stock								49,705	I	By: Ancora Merlin, LP⁽⁵⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents a grant of restricted stock under the Ampco-Pittsburgh Corporation 2016 Omnibus Incentive Plan, as amended and restated as of May 18, 2023. These grants of restricted stock vest on the first anniversary of the grant date.

2. Shares owned directly by Ancora Catalyst Institutional, LP. Mr. DiSanto, solely by virtue of his position as the Chairman and Chief Executive Officer of Ancora Holdings Group, LLC ("Ancora Holdings"), the sole member of Ancora Alternatives, LLC ("Ancora Alternatives"), the General Partner of Ancora Catalyst Institutional, LP, may be deemed to beneficially own the shares owned directly by Ancora Catalyst Institutional, LP, for purposes of Section 16. Mr. DiSanto expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

3. Shares owned directly by Ancora Catalyst, LP. Mr. DiSanto, solely by virtue of his position as the Chairman and Chief Executive Officer of Ancora Holdings, the sole member of Ancora Alternatives, the General Partner of Ancora Catalyst, LP, may be deemed to beneficially own the shares owned directly by Ancora Catalyst, LP, for purposes of Section 16. Mr. DiSanto expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

4. Shares owned directly by Ancora Merlin Institutional, LP. Mr. DiSanto, solely by virtue of his position as the Chairman and Chief Executive Officer of Ancora Holdings, the sole member of Ancora Alternatives, the General Partner of Ancora Merlin Institutional, LP, may be deemed to beneficially own the shares owned directly by Ancora Merlin Institutional, LP, for purposes of Section 16. Mr. DiSanto expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

5. Shares owned directly by Ancora Merlin, LP. Mr. DiSanto, solely by virtue of his position as the Chairman and Chief Executive Officer of Ancora Holdings, the sole member of Ancora Alternatives, the General Partner of Ancora Merlin, LP, may be deemed to beneficially own the shares owned directly by Ancora Merlin, LP, for purposes of Section 16. Mr. DiSanto expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

Remarks:

	/s/ Kimberly P. Knox, attorney-in-fact	05/18/2023
	** 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.

SEC Form 4 filed by Disanto Frederick D.