Ownership Submission
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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Sun Kang
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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)
__X__ 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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Chief Executive Officer /
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(Last)
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(First)
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(Middle)
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C/O AMPRIUS TECHNOLOGIES, INC., , 1180 PAGE AVENUE
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3. Date of Earliest Transaction (Month/Day/Year)
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(Street)
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FREMONT
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CA
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94538
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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)
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
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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Sun Kang
C/O AMPRIUS TECHNOLOGIES, INC.,
1180 PAGE AVENUE
FREMONT, CA94538
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X
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Chief Executive Officer
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Signatures
/s/ Sandra Wallach, attorney-in-fact on behalf of Kang Sun
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2024-10-25
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**Signature of Reporting Person
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Date
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Explanation of Responses:
(*)
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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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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 the terms of such options to comply with the requirements of U.S. Internal Revenue Code treasury regulation relating to equity grant assumptions.
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(2)
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The options are fully vested.
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(3)
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Received in connection with the Option Assumption in exchange for stock options to acquire 300,000 shares of Amprius Holdings' Class A common stock at an exercise price of $0.43 per share.
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(4)
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Received in connection with the Option Assumption in exchange for stock options to acquire 300,000 shares of Amprius Holdings' Class A common stock at an exercise price of $1.69 per share.
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(5)
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Received in connection with the Option Assumption in exchange for stock options to acquire 60,000 shares of Amprius Holdings' Class A common stock at an exercise price of $0.43 per share.
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(6)
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Received in connection with the Option Assumption in exchange for stock options to acquire 292,321 shares of Amprius Holdings' Class A common stock at an exercise price of $0.68 per share.
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(7)
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Received in connection with the Option Assumption in exchange for stock options to acquire 1,687,476 shares of Amprius Holdings' Class A common stock at an exercise price of $0.54 per share.
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(8)
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Received in connection with the Option Assumption in exchange for stock options to acquire 2,844,212 shares of Amprius Holdings' Class A common stock at an exercise price of $2.55 per share.
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(9)
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Received in connection with the Option Assumption in exchange for stock options to acquire 1,393,713 shares of Amprius Holdings' Class A common stock at an exercise price of $1.73 per share.
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