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^*

Patel Nimesh

(Last)

(First)

(Middle)

8045 LAMON AVENUE, SUITE 400

(Street)

SKOKIE

60077

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LanzaTech Global, Inc. [ LNZA ]

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)
02/08/2023

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

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	02/08/2023		A⁽²⁾		50,000⁽²⁾	A	$10	318,148⁽¹⁾	D
Common Stock	02/08/2023		J⁽¹⁾		510,217⁽¹⁾	D	⁽¹⁾	318,148⁽¹⁾	D

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. On February 8, 2023, AMCI Acquisition Corp. II ("AMCI") consummated a business combination (the "Business Combination") by and among AMCI, AMCI Merger Sub, Inc., a Delaware corporation ("AMCI Merger Sub") and LanzaTech NZ, Inc., a Delaware corporation ("Legacy LanzaTech"), AMCI changed its name to "LanzaTech Global, Inc." and AMCI Merger Sub merged with and into Legacy LanzaTech. As part of the Business Combination, the Reporting Person's Class B common stock of AMCI was automatically converted into shares of common stock of LanzaTech Global, Inc. on a one-for-one basis. Simultaneously, pursuant to the Sponsor Support Agreement between AMCI, the Reporting Person, and the other parties thereto, the Reporting Person agreed to forfeit and surrender for no consideration 510,217 shares of common stock into which the Class B common stock of AMCI otherwise would have automatically convert.

2. The Reporting Person acquired 50,000 shares of common shares pursuant to a subscription agreement as part of a private placement to certain investors in connection with the closing of the Business Combination.

Remarks:

Exhibit List: Exhibit 24.1 - Power of Attorney

	/s/ Joseph Blasko, as Attorney-in-Fact	02/10/2023
	** 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).
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SEC Form 4: Patel Nimesh was granted 50,000 shares and disposed of 510,217 shares, increasing direct ownership by 19% to 318,148 units