UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. )1
Ampco-Pittsburgh Corporation
(Name of Issuer)
Common Stock, $1.00 par value
(Title of Class of Securities)
032037103
(CUSIP Number)
FREDERICK DISANTO
C/O ANCORA HOLDINGS GROUP, LLC
6060 Parkland Boulevard, Suite 200
Cleveland, Ohio 44124
(216) 825-4000
STEVE WOLOSKY
ANDREW FREEDMAN
OLSHAN FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 28, 2021
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 032037103
1 | NAME OF REPORTING PERSON | ||||||||||||||||||
Ancora Merlin, LP | |||||||||||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ | |||||||||||||||||
(b) ☐ | |||||||||||||||||||
3 | SEC USE ONLY | ||||||||||||||||||
4 | SOURCE OF FUNDS | ||||||||||||||||||
WC | |||||||||||||||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ | |||||||||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||||||||||
DELAWARE | |||||||||||||||||||
NUMBER OF | 7 | SOLE VOTING POWER | |||||||||||||||||
SHARES | |||||||||||||||||||
BENEFICIALLY | - 0 - | ||||||||||||||||||
OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
EACH | |||||||||||||||||||
REPORTING | 49,705 | ||||||||||||||||||
PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
- 0 - | |||||||||||||||||||
10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
49,705 | |||||||||||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
49,705 | |||||||||||||||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
Less than 1% | |||||||||||||||||||
14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
PN |
2 |
CUSIP No. 032037103
1 | NAME OF REPORTING PERSON | ||||||||||||||||||
Ancora Merlin Institutional, LP | |||||||||||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ | |||||||||||||||||
(b) ☐ | |||||||||||||||||||
3 | SEC USE ONLY | ||||||||||||||||||
4 | SOURCE OF FUNDS | ||||||||||||||||||
WC | |||||||||||||||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ | |||||||||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||||||||||
DELAWARE | |||||||||||||||||||
NUMBER OF | 7 | SOLE VOTING POWER | |||||||||||||||||
SHARES | |||||||||||||||||||
BENEFICIALLY | - 0 - | ||||||||||||||||||
OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
EACH | |||||||||||||||||||
REPORTING | 484,535 | ||||||||||||||||||
PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
- 0 - | |||||||||||||||||||
10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
484,535 | |||||||||||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
484,535 | |||||||||||||||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
2.5% | |||||||||||||||||||
14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
PN |
3 |
CUSIP No. 032037103
1 | NAME OF REPORTING PERSON | ||||||||||||||||||
Ancora Catalyst, LP | |||||||||||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ | |||||||||||||||||
(b) ☐ | |||||||||||||||||||
3 | SEC USE ONLY | ||||||||||||||||||
4 | SOURCE OF FUNDS | ||||||||||||||||||
WC | |||||||||||||||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ | |||||||||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||||||||||
DELAWARE | |||||||||||||||||||
NUMBER OF | 7 | SOLE VOTING POWER | |||||||||||||||||
SHARES | |||||||||||||||||||
BENEFICIALLY | - 0 - | ||||||||||||||||||
OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
EACH | |||||||||||||||||||
REPORTING | 42,774 | ||||||||||||||||||
PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
- 0 - | |||||||||||||||||||
10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
42,774 | |||||||||||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
42,774 | |||||||||||||||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
Less than 1% | |||||||||||||||||||
14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
PN |
4 |
CUSIP No. 032037103
1 | NAME OF REPORTING PERSON | ||||||||||||||||||
Ancora Catalyst Institutional, LP | |||||||||||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ | |||||||||||||||||
(b) ☐ | |||||||||||||||||||
3 | SEC USE ONLY | ||||||||||||||||||
4 | SOURCE OF FUNDS | ||||||||||||||||||
WC | |||||||||||||||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ | |||||||||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||||||||||
DELAWARE | |||||||||||||||||||
NUMBER OF | 7 | SOLE VOTING POWER | |||||||||||||||||
SHARES | |||||||||||||||||||
BENEFICIALLY | - 0 - | ||||||||||||||||||
OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
EACH | |||||||||||||||||||
REPORTING | 491,517 | ||||||||||||||||||
PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
- 0 - | |||||||||||||||||||
10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
491,517 | |||||||||||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
491,517 | |||||||||||||||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
2.6% | |||||||||||||||||||
14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
PN |
5 |
CUSIP No. 032037103
1 | NAME OF REPORTING PERSON | ||||||||||||||||||
Ancora Alternatives LLC | |||||||||||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ | |||||||||||||||||
(b) ☐ | |||||||||||||||||||
3 | SEC USE ONLY | ||||||||||||||||||
4 | SOURCE OF FUNDS | ||||||||||||||||||
OO, AF | |||||||||||||||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ | |||||||||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||||||||||
OHIO | |||||||||||||||||||
NUMBER OF | 7 | SOLE VOTING POWER | |||||||||||||||||
SHARES | |||||||||||||||||||
BENEFICIALLY | - 0 - | ||||||||||||||||||
OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
EACH | |||||||||||||||||||
REPORTING | 1,068,531 | ||||||||||||||||||
PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
- 0 - | |||||||||||||||||||
10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
1,068,531 | |||||||||||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
1,068,531 | |||||||||||||||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
5.6% | |||||||||||||||||||
14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
IA, OO |
6 |
CUSIP No. 032037103
1 | NAME OF REPORTING PERSON | ||||||||||||||||||
Ancora Holdings Group, LLC | |||||||||||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ | |||||||||||||||||
(b) ☐ | |||||||||||||||||||
3 | SEC USE ONLY | ||||||||||||||||||
4 | SOURCE OF FUNDS | ||||||||||||||||||
OO, AF | |||||||||||||||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ | |||||||||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||||||||||
DELAWARE | |||||||||||||||||||
NUMBER OF | 7 | SOLE VOTING POWER | |||||||||||||||||
SHARES | |||||||||||||||||||
BENEFICIALLY | - 0 - | ||||||||||||||||||
OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
EACH | |||||||||||||||||||
REPORTING | 1,068,531 | ||||||||||||||||||
PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
- 0 - | |||||||||||||||||||
10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
1,068,531 | |||||||||||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
1,068,531 | |||||||||||||||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
5.6% | |||||||||||||||||||
14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
CO |
7 |
CUSIP No. 032037103
1 | NAME OF REPORTING PERSON | ||||||||||||||||||
Frederick DiSanto | |||||||||||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ | |||||||||||||||||
(b) ☐ | |||||||||||||||||||
3 | SEC USE ONLY | ||||||||||||||||||
4 | SOURCE OF FUNDS | ||||||||||||||||||
OO | |||||||||||||||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ | |||||||||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||||||||||
USA | |||||||||||||||||||
NUMBER OF | 7 | SOLE VOTING POWER | |||||||||||||||||
SHARES | |||||||||||||||||||
BENEFICIALLY | - 0 - | ||||||||||||||||||
OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
EACH | |||||||||||||||||||
REPORTING | 1,068,531 | ||||||||||||||||||
PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
- 0 - | |||||||||||||||||||
10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
1,068,531 | |||||||||||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
1,068,531 | |||||||||||||||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
5.6% | |||||||||||||||||||
14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
IN |
8 |
CUSIP No. 032037103
The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).
Item 1. | Security and Issuer. |
This statement relates to the Common Stock, $1.00 par value (the “Shares”), of Ampco-Pittsburgh Corporation, a Pennsylvania corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 726 Bell Avenue, Suite 301, Carnegie, Pennsylvania, 15106.
Item 2. | Identity and Background. |
(a) This statement is filed by:
(i) | Ancora Merlin, LP, a Delaware limited partnership (“Ancora Merlin”), with respect to the Shares directly and beneficially owned by it; |
(ii) | Ancora Merlin Institutional, LP, a Delaware limited partnership (“Ancora Merlin Institutional”), with respect to the Shares directly and beneficially owned by it; |
(iii) | Ancora Catalyst, LP, a Delaware limited partnership (“Ancora Catalyst”), with respect to the Shares directly and beneficially owned by it; |
(iv) | Ancora Catalyst Institutional, LP, a Delaware limited partnership (“Ancora Catalyst Institutional,” and together with Ancora Merlin, Ancora Merlin Institutional, and Ancora Catalyst, the “Ancora Funds”), with respect to the Shares directly and beneficially owned by it; |
(v) | Ancora Alternatives LLC, an Ohio limited liability company (“Ancora Alternatives”), as the general partner of each of the Ancora Funds; |
(vi) | Ancora Holdings Group, LLC, a Delaware limited liability company (“Ancora Holdings”), as the sole member of Ancora Alternatives; and |
(vii) | Frederick DiSanto, as the Chairman and Chief Executive Officer of Ancora Holdings. |
Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as defined in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
(b) The address of the principal office of each of the Ancora Funds, Ancora Alternatives, and Ancora Holdings and the principal business address of Mr. DiSanto is 6060 Parkland Boulevard, Suite 200, Cleveland, Ohio 44124.
(c) The principal business of each of the Ancora Funds is investing in securities. The principal business of Ancora Alternatives is serving as the general partner and investment advisor of each of the Ancora Funds. The principal business of Ancora Holdings is serving as the sole member of Ancora Alternatives. The principal occupation of Mr. DiSanto is serving as the Chairman and Chief Executive Officer of Ancora Holdings.
(d) No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
9 |
CUSIP No. 032037103
(e) No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Mr. DiSanto is a citizen of the United States of America.
Item 3. | Source and Amount of Funds or Other Consideration. |
The Shares purchased by each of the Ancora Funds were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 49,705 Shares owned directly by Ancora Merlin is approximately $239,385, including brokerage commissions. The aggregate purchase price of the 484,535 Shares owned directly by Ancora Merlin Institutional is approximately $2,342,823, including brokerage commissions. The aggregate purchase price of the 42,774 Shares owned directly by Ancora Catalyst is approximately $207,209, including brokerage commissions. The aggregate purchase price of the 491,517 Shares owned directly by Ancora Catalyst Institutional is approximately $2,376,098, including brokerage commissions.
Item 4. | Purpose of Transaction. |
The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
The Reporting Persons have engaged, and intend to continue to engage, in discussions with members of the Issuer’s Board of Directors (the “Board”) and management team regarding means to create shareholder value, including, but not limited to, by improving capital allocation, divesting non-core assets, conducting a strategic review of current lines of business and enhancing corporate governance (including changes to the composition of the Board).
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in additional communications with management and the Board of the Issuer, engaging in discussions with shareholders of the Issuer or third parties, including potential acquirers and service providers about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning changes to the capital allocation strategy, capitalization, ownership structure, including a sale of the Issuer as a whole or in parts, Board structure (including Board composition) or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.
10 |
CUSIP No. 032037103
Item 5. | Interest in Securities of the Issuer. |
The aggregate percentage of Shares reported owned by each person named herein is based upon 19,093,782 Shares outstanding as of November 2, 2021 which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2021.
A. | Ancora Merlin |
(a) | As of the date hereof, Ancora Merlin beneficially owned directly 49,705 Shares. |
Percentage: Less than 1%
(b) | 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 49,705 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 49,705 |
B. | Ancora Merlin Institutional |
(a) | As of the date hereof, Ancora Merlin Institutional beneficially owned directly 484,535 Shares. |
Percentage: Approximately 2.5%
(b) | 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 484,535 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 484,535 |
C. | Ancora Catalyst |
(a) | As of the date hereof, Ancora Catalyst beneficially owned directly 42,774 Shares. |
Percentage: Less than 1%
(b) | 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 42,774 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 42,774 |
D. | Ancora Catalyst Institutional |
(a) | As of the date hereof, Ancora Catalyst Institutional beneficially owned directly 491,517 Shares. |
Percentage: Approximately 2.6%
(b) | 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 491,517 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 491,517 |
11 |
CUSIP No. 032037103
E. | Ancora Alternatives |
(a) | Ancora Alternatives, as the investment advisor and general partner of each of the Ancora Funds, may be deemed to beneficially own 1,068,531 Shares consisting of (i) 49,705 Shares beneficially owned directly by Ancora Merlin, (ii) 484,535 Shares beneficially owned directly by Ancora Merlin Institutional, (iii) 42,774 Shares beneficially owned directly by Ancora Catalyst and (iv) 491,517 Shares beneficially owned directly by Ancora Catalyst Institutional. |
Percentage: Approximately 5.6%
(b) | 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 1,068,531 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 1,068,531 |
F. Ancora Holdings
(a) | Ancora Holdings, as the sole member of Ancora Alternatives, may be deemed to beneficially own 1,068,531 Shares consisting of (i) 49,705 Shares beneficially owned directly by Ancora Merlin, (ii) 484,535 Shares beneficially owned directly by Ancora Merlin Institutional, (iii) 42,774 Shares beneficially owned directly by Ancora Catalyst and (iv) 491,517 Shares beneficially owned directly by Ancora Catalyst Institutional. |
Percentage: Approximately 5.6%
(b) | 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 1,068,531 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 1,068,531 |
G. | Mr. DiSanto |
(a) | Mr. DiSanto, as the Chairman and Chief Executive Officer of Ancora Holdings, may be deemed to beneficially own 1,068,531 Shares consisting of (i) 49,705 Shares beneficially owned directly by Ancora Merlin, (ii) 484,535 Shares beneficially owned directly by Ancora Merlin Institutional, (iii) 42,774 Shares beneficially owned directly by Ancora Catalyst and (iv) 491,517 Shares beneficially owned directly by Ancora Catalyst Institutional. |
Percentage: Approximately 5.6%
(b) | 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 1,068,531 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 1,068,531 |
12 |
CUSIP No. 032037103
Each Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such group may be deemed the beneficial owner of the Shares directly owned by each of the Reporting Persons. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
(c) The transactions in the Shares by the Reporting Persons during the past sixty days are set forth in Schedule A and are incorporated herein by reference. All of such transactions were effected in the open market unless otherwise noted.
(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
(e) Not applicable.
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
On January 8, 2022, the Reporting Persons entered into a Joint Filing Agreement (the “Joint Filing Agreement”) in which the Reporting Persons agreed, among other things, to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
Item 7. | Material to be Filed as Exhibits. |
99.1 | Joint Filing Agreement, dated January 8, 2022. |
13 |
CUSIP No. 032037103
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: January 8, 2022
Ancora Merlin, LP | |||
Ancora Merlin Institutional, LP | |||
Ancora Catalyst, LP | |||
Ancora Catalyst Institutional, LP | |||
By: |
Ancora Alternatives LLC, its Investment Advisor and General Partner | ||
By: |
Ancora Holdings Group, LLC, its Sole Member | ||
By: |
/s/ Frederick DiSanto | ||
Name: | Frederick DiSanto | ||
Title: | Chairman and Chief Executive Officer |
Ancora Alternatives LLC | |||
By: |
Ancora Holdings Group, LLC, its Sole Member | ||
By: |
/s/ Frederick DiSanto | ||
Name: | Frederick DiSanto | ||
Title: | Chairman and Chief Executive Officer |
Ancora Holdings Group, LLC | |||
By: | /s/ Frederick DiSanto | ||
Name: | Frederick DiSanto | ||
Title: | Chairman and Chief Executive Officer |
/s/ Frederick DiSanto | |
Frederick DiSanto |
14 |
CUSIP No. 032037103
SCHEDULE A
Transactions in the Securities of the Issuer During the Past Sixty Days
Nature of Transaction |
Amount of Securities Purchased |
Price per Share ($) | Date of Purchase |
ANCORA MERLIN, LP
Purchase of Common Stock | 603 | 4.5128 | 10/14/2021 |
Purchase of Common Stock | 681 | 4.6604 | 10/15/2021 |
Purchase of Common Stock | 414 | 4.6658 | 10/18/2021 |
Purchase of Common Stock | 80 | 4.6864 | 10/19/2021 |
Purchase of Common Stock | 335 | 4.6753 | 10/20/2021 |
Purchase of Common Stock | 5,505 | 4.7592 | 10/21/2021 |
Purchase of Common Stock | 187 | 4.7734 | 10/22/2021 |
Purchase of Common Stock | 456 | 4.8609 | 10/25/2021 |
Purchase of Common Stock | 6,942 | 5.0097 | 10/26/2021 |
Purchase of Common Stock | 962 | 5.0112 | 11/5/2021 |
Purchase of Common Stock | 497 | 5.0250 | 11/8/2021 |
Purchase of Common Stock | 322 | 5.0678 | 11/9/2021 |
Purchase of Common Stock | 99 | 5.0853 | 11/15/2021 |
Purchase of Common Stock | 52 | 5.1281 | 11/16/2021 |
Purchase of Common Stock | 752 | 5.0730 | 11/17/2021 |
Purchase of Common Stock | 1,879 | 5.0539 | 11/18/2021 |
Purchase of Common Stock | 975 | 5.0826 | 11/19/2021 |
Purchase of Common Stock | 114 | 5.0719 | 11/22/2021 |
Purchase of Common Stock | 117 | 5.0938 | 11/23/2021 |
Purchase of Common Stock | 223 | 5.0413 | 11/24/2021 |
Purchase of Common Stock | 403 | 5.0107 | 11/29/2021 |
Purchase of Common Stock | 347 | 4.9186 | 11/30/2021 |
Purchase of Common Stock | 975 | 5.0219 | 12/1/2021 |
Purchase of Common Stock | 729 | 5.0188 | 12/2/2021 |
Purchase of Common Stock | 98 | 5.0814 | 12/6/2021 |
Purchase of Common Stock | 569 | 5.0763 | 12/7/2021 |
Purchase of Common Stock | 217 | 5.0255 | 12/8/2021 |
Purchase of Common Stock | 97 | 5.0890 | 12/9/2021 |
Purchase of Common Stock | 346 | 5.0802 | 12/10/2021 |
Purchase of Common Stock | 803 | 4.6943 | 12/14/2021 |
Purchase of Common Stock | 435 | 4.7812 | 12/15/2021 |
Purchase of Common Stock | 295 | 4.7652 | 12/16/2021 |
Purchase of Common Stock | 391 | 4.7599 | 12/17/2021 |
Purchase of Common Stock | 9,766 | 4.6315 | 12/20/2021 |
Purchase of Common Stock | 205 | 4.7389 | 12/27/2021 |
Purchase of Common Stock | 9,076 | 4.7182 | 12/28/2021 |
Purchase of Common Stock | 421 | 4.7347 | 12/28/2021 |
Purchase of Common Stock | 955 | 4.7326 | 12/29/2021 |
Purchase of Common Stock | 457 | 4.7353 | 12/30/2021 |
Purchase of Common Stock | 1,925 | 4.8935 | 12/31/2021 |
CUSIP No. 032037103
ANCORA MERLIN INSTITUTIONAL, LP
Purchase of Common Stock | 7,132 | 4.5090 | 10/14/2021 |
Purchase of Common Stock | 8,050 | 4.6570 | 10/15/2021 |
Purchase of Common Stock | 4,889 | 4.6603 | 10/18/2021 |
Purchase of Common Stock | 933 | 4.6578 | 10/19/2021 |
Purchase of Common Stock | 3,954 | 4.6684 | 10/20/2021 |
Purchase of Common Stock | 65,092 | 4.7587 | 10/21/2021 |
Purchase of Common Stock | 2,207 | 4.7611 | 10/22/2021 |
Purchase of Common Stock | 5,395 | 4.8559 | 10/25/2021 |
Purchase of Common Stock | 82,058 | 5.0093 | 10/26/2021 |
Purchase of Common Stock | 11,538 | 5.0088 | 11/5/2021 |
Purchase of Common Stock | 5,955 | 5.0204 | 11/8/2021 |
Purchase of Common Stock | 3,864 | 5.0606 | 11/9/2021 |
Purchase of Common Stock | 1,187 | 5.0621 | 11/15/2021 |
Purchase of Common Stock | 631 | 5.0840 | 11/16/2021 |
Purchase of Common Stock | 9,022 | 5.0700 | 11/17/2021 |
Purchase of Common Stock | 22,213 | 5.0527 | 11/18/2021 |
Purchase of Common Stock | 11,525 | 5.0802 | 11/19/2021 |
Purchase of Common Stock | 1,351 | 5.0518 | 11/22/2021 |
Purchase of Common Stock | 1,386 | 5.0743 | 11/23/2021 |
Purchase of Common Stock | 2,640 | 5.0310 | 11/24/2021 |
Purchase of Common Stock | 4,774 | 5.0050 | 11/29/2021 |
Purchase of Common Stock | 4,109 | 4.9120 | 11/30/2021 |
Purchase of Common Stock | 11,525 | 5.0195 | 12/1/2021 |
Purchase of Common Stock | 8,743 | 5.0157 | 12/2/2021 |
Purchase of Common Stock | 1,178 | 5.0580 | 12/6/2021 |
Purchase of Common Stock | 6,826 | 5.0723 | 12/7/2021 |
Purchase of Common Stock | 2,612 | 5.0150 | 12/8/2021 |
Purchase of Common Stock | 1,174 | 5.0653 | 12/9/2021 |
Purchase of Common Stock | 4,147 | 5.0736 | 12/10/2021 |
Purchase of Common Stock | 9,638 | 4.6915 | 12/14/2021 |
Purchase of Common Stock | 5,223 | 4.7760 | 12/15/2021 |
Purchase of Common Stock | 3,538 | 4.7574 | 12/16/2021 |
Purchase of Common Stock | 4,677 | 4.7540 | 12/17/2021 |
Purchase of Common Stock | 117,069 | 4.6312 | 12/20/2021 |
Purchase of Common Stock | 2,462 | 4.7277 | 12/27/2021 |
Purchase of Common Stock | 5,057 | 4.7293 | 12/28/2021 |
Purchase of Common Stock | 757 | 4.7212 | 12/28/2021 |
Purchase of Common Stock | 11,455 | 4.7302 | 12/29/2021 |
Purchase of Common Stock | 5,474 | 4.7303 | 12/30/2021 |
Purchase of Common Stock | 23,075 | 4.8923 | 12/31/2021 |
CUSIP No. 032037103
ANCORA CATALYST, LP
Purchase of Common Stock | 618 | 4.5529 | 10/14/2021 |
Purchase of Common Stock | 698 | 4.6605 | 10/15/2021 |
Purchase of Common Stock | 424 | 4.6952 | 10/18/2021 |
Purchase of Common Stock | 81 | 4.8402 | 10/19/2021 |
Purchase of Common Stock | 347 | 4.7110 | 10/20/2021 |
Purchase of Common Stock | 5,718 | 4.7613 | 10/21/2021 |
Purchase of Common Stock | 194 | 4.8373 | 10/22/2021 |
Purchase of Common Stock | 473 | 4.8871 | 10/25/2021 |
Purchase of Common Stock | 7,209 | 5.0114 | 10/26/2021 |
Purchase of Common Stock | 987 | 5.0086 | 11/5/2021 |
Purchase of Common Stock | 509 | 5.0200 | 11/8/2021 |
Purchase of Common Stock | 331 | 5.0602 | 11/9/2021 |
Purchase of Common Stock | 66 | 5.1815 | 11/10/2021 |
Purchase of Common Stock | 94 | 5.1364 | 11/15/2021 |
Purchase of Common Stock | 50 | 5.2500 | 11/16/2021 |
Purchase of Common Stock | 722 | 5.0797 | 11/17/2021 |
Purchase of Common Stock | 1,903 | 5.0526 | 11/18/2021 |
Purchase of Common Stock | 987 | 5.0800 | 11/19/2021 |
Purchase of Common Stock | 115 | 5.1804 | 11/22/2021 |
Purchase of Common Stock | 118 | 5.1997 | 11/23/2021 |
Purchase of Common Stock | 226 | 5.0965 | 11/24/2021 |
Purchase of Common Stock | 409 | 5.0412 | 11/29/2021 |
Purchase of Common Stock | 352 | 4.9540 | 11/30/2021 |
Purchase of Common Stock | 988 | 5.0193 | 12/1/2021 |
Purchase of Common Stock | 748 | 5.0355 | 12/2/2021 |
Purchase of Common Stock | 102 | 5.2255 | 12/6/2021 |
Purchase of Common Stock | 569 | 5.0983 | 12/7/2021 |
Purchase of Common Stock | 226 | 5.0804 | 12/8/2021 |
Purchase of Common Stock | 100 | 5.2132 | 12/9/2021 |
Purchase of Common Stock | 359 | 5.1148 | 12/10/2021 |
Purchase of Common Stock | 835 | 4.7092 | 12/14/2021 |
Purchase of Common Stock | 452 | 4.8087 | 12/15/2021 |
Purchase of Common Stock | 307 | 4.8056 | 12/16/2021 |
Purchase of Common Stock | 406 | 4.7904 | 12/17/2021 |
Purchase of Common Stock | 10,147 | 4.6327 | 12/20/2021 |
Purchase of Common Stock | 213 | 4.7971 | 12/27/2021 |
Purchase of Common Stock | 786 | 4.7370 | 12/28/2021 |
Purchase of Common Stock | 438 | 4.7630 | 12/28/2021 |
Purchase of Common Stock | 993 | 4.7451 | 12/29/2021 |
Purchase of Common Stock | 474 | 4.7615 | 12/30/2021 |
Purchase of Common Stock | 2,000 | 4.8997 | 12/31/2021 |
CUSIP No. 032037103
ANCORA CATALYST INSTITUTIONAL, LP
Purchase of Common Stock | 7,117 | 4.5307 | 10/14/2021 |
Purchase of Common Stock | 8,033 | 4.6408 | 10/15/2021 |
Purchase of Common Stock | 4,879 | 4.6629 | 10/18/2021 |
Purchase of Common Stock | 931 | 4.6712 | 10/19/2021 |
Purchase of Common Stock | 3,941 | 4.6716 | 10/20/2021 |
Purchase of Common Stock | 64,880 | 4.7589 | 10/21/2021 |
Purchase of Common Stock | 2,200 | 4.7668 | 10/22/2021 |
Purchase of Common Stock | 5,378 | 4.8582 | 10/25/2021 |
Purchase of Common Stock | 81,791 | 5.0095 | 10/26/2021 |
Purchase of Common Stock | 11,513 | 5.0086 | 11/5/2021 |
Purchase of Common Stock | 5,942 | 5.0200 | 11/8/2021 |
Purchase of Common Stock | 3,856 | 5.0600 | 11/9/2021 |
Purchase of Common Stock | 757 | 5.0600 | 11/10/2021 |
Purchase of Common Stock | 1,107 | 5.0600 | 11/15/2021 |
Purchase of Common Stock | 589 | 5.0800 | 11/16/2021 |
Purchase of Common Stock | 8,408 | 5.0797 | 11/17/2021 |
Purchase of Common Stock | 22,188 | 5.0526 | 11/18/2021 |
Purchase of Common Stock | 11,513 | 5.0800 | 11/19/2021 |
Purchase of Common Stock | 1,349 | 5.0611 | 11/22/2021 |
Purchase of Common Stock | 1,385 | 5.0833 | 11/23/2021 |
Purchase of Common Stock | 2,637 | 5.0358 | 11/24/2021 |
Purchase of Common Stock | 4,769 | 5.0076 | 11/29/2021 |
Purchase of Common Stock | 4,104 | 4.9151 | 11/30/2021 |
Purchase of Common Stock | 11,512 | 5.0193 | 12/1/2021 |
Purchase of Common Stock | 8,723 | 5.0171 | 12/2/2021 |
Purchase of Common Stock | 1,174 | 5.0687 | 12/6/2021 |
Purchase of Common Stock | 6,827 | 5.0741 | 12/7/2021 |
Purchase of Common Stock | 2,604 | 5.0198 | 12/8/2021 |
Purchase of Common Stock | 1,172 | 5.0760 | 12/9/2021 |
Purchase of Common Stock | 4,133 | 5.0766 | 12/10/2021 |
Purchase of Common Stock | 9,607 | 4.6928 | 12/14/2021 |
Purchase of Common Stock | 5,205 | 4.7784 | 12/15/2021 |
Purchase of Common Stock | 3,526 | 4.7610 | 12/16/2021 |
Purchase of Common Stock | 4,662 | 4.7567 | 12/17/2021 |
Purchase of Common Stock | 116,688 | 4.6313 | 12/20/2021 |
Purchase of Common Stock | 2,454 | 4.7328 | 12/27/2021 |
Purchase of Common Stock | 9,047 | 4.7196 | 12/28/2021 |
Purchase of Common Stock | 5,041 | 4.7318 | 12/28/2021 |
Purchase of Common Stock | 11,418 | 4.7313 | 12/29/2021 |
Purchase of Common Stock | 5,457 | 4.7325 | 12/30/2021 |
Purchase of Common Stock | 23,000 | 4.8929 | 12/31/2021 |