Sec Form 4 Filing - MIRRO JUSTIN E @ Amprius Technologies, Inc. - 2024-07-23

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
MIRRO JUSTIN E
2. Issuer Name and Ticker or Trading Symbol
Amprius Technologies, Inc. [ AMPX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1433 OLD COUNTRY ROAD, SUITE 301
3. Date of Earliest Transaction (MM/DD/YY)
07/23/2024
(Street)
WESTBURY, NY11590
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 07/23/2024 A 925,900 A 2,393,042 I See Footnote ( 2 )
Common Stock 142,895 ( 5 ) D
Common Stock 1,585,000 I See Footnote ( 6 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Warrants (right to buy) ( 3 ) 07/23/2024 D 4,700,000 10/14/2022 09/14/2027 Common Stock 4,700,000 ( 4 ) 0 I See Footnote ( 2 )
Warrants (right to buy) $ 11.5 10/14/2022 09/14/2027 Common Stock 200,000 200,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MIRRO JUSTIN E
1433 OLD COUNTRY ROAD, SUITE 301
WESTBURY, NY11590
X
Signatures
/s/ Justin Mirro 07/25/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )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.
( 3 )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.
( 4 )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.
( 5 )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.
( 6 )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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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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