Ownership Submission
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FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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OMB APPROVAL
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OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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MIRRO JUSTIN E
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2. Issuer Name and Ticker or Trading Symbol
Amprius Technologies, Inc. [AMPX]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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_____ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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(Last)
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(First)
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(Middle)
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1433 OLD COUNTRY ROAD, SUITE 301
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3. Date of Earliest Transaction (Month/Day/Year)
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(Street)
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WESTBURY
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NY
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11590
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4. If Amendment, Date Original Filed(Month/Day/Year)
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6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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MIRRO JUSTIN E
1433 OLD COUNTRY ROAD, SUITE 301
WESTBURY, NY11590
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Signatures
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/s/ Justin Mirro
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2024-07-25
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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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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(1)
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The reporting person received 925,900 shares of common stock in exchange for warrants to purchase 4,700,000 shares of common stock. The warrants were referred to as "Private Warrants" of the Issuer.
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(2)
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The securities are owned by Kensington Capital Partners, LLC, of which the reporting person is the managing member. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
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(3)
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Pursuant to the Issuer's offer (the "Offer") to holders of its outstanding Private Warrants, the Issuer offered to exchange 0.197 shares of the Issuer's common stock for each Private Warrant exercisable for one share of the Issuer's common stock upon the terms set forth in the Issuer's Offer to Exchange Private Warrants to Acquire Common Stock filed as an exhibit to the Issuer's Schedule TO filed with the Securities and Exchange Commission on June 24, 2024.
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(4)
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The securities were in September 2022 distributed in-kind, pro-rata and for no additional consideration to the members (one of whom was Kensington Capital Partners, LLC) of Kensington Capital Sponsor IV, LLC in connection with its liquidating distribution.
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(5)
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Includes 125,000 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.
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(6)
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The shares are owned by Elizabeth Mirro as trustee of the Kensington Capital Trust dated 6/27/20. Elizabeth Mirro is the reporting person's spouse. The reporting person disclaims beneficial ownership of these securities.
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Amprius Technologies Inc.