Sec Form 4 Filing - Chu Steven @ Amprius Technologies, Inc. - 2024-10-23

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
Chu Steven
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)
C/O AMPRIUS TECHNOLOGIES, INC.,, 1180 PAGE AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
10/23/2024
(Street)
FREMONT, CA94538
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
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
Stock Option (right to buy) $ 0.78 10/23/2024 A( 1 ) 173,554 ( 2 ) 09/26/2034 Common stock 173,554 ( 3 ) 173,554 D
Stock Option (right to buy) $ 0.62 10/23/2024 A( 1 ) 173,554 ( 2 ) 12/12/2027 Common stock 173,554 ( 4 ) 173,554 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Chu Steven
C/O AMPRIUS TECHNOLOGIES, INC.,
1180 PAGE AVENUE
FREMONT, CA94538
X
Signatures
/s/ Sandra Wallach, attorney-in-fact on behalf of Steven Chu 10/25/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On October 23, 2024, Amprius, Inc. ("Amprius Holdings") voluntarily liquidated and dissolved and distributed to its stockholders on a pro rata basis an aggregate of 57,195,926 shares of the Issuer's common stock (the "Liquidating Distribution"). In connection with the Liquidating Distribution, the Issuer assumed Amprius Holdings' outstanding options to purchase shares of Amprius Holdings' Class A common stock (the "Holdings Options") granted under the Amprius, Inc. 2008 Stock Plan and the Amprius, Inc. Second Equity Incentive Plan (the "Option Assumption"). As a result of the Option Assumption, each Holdings Option held by the Reporting Person became an option to purchase a number of shares of the Issuer's common stock , subject to certain adjustments to such options to comply with the requirements of U.S. Internal Revenue Code treasury regulation relating to equity grant assumptions.
( 2 )The options are fully vested.
( 3 )Received in connection with the Option Assumption in exchange for stock options to acquire 250,000 shares of Amprius Holdings' Class A common stock at an exercise price of $0.54 per share.
( 4 )Received in connection with the Option Assumption in exchange for stock options to acquire 250,000 shares of Amprius Holdings' Class A common stock at an exercise price of $0.43 per share.

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).
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