Form 4 for AMPX Amprius Technologies, Inc.

Accepted 2022-09-16 00:00:00 ET · period of report 2022-09-14 · accession 0000899243-22-031386 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X	Filed	Traded	Ticker	Insider	Title	Type	Price	Qty	Owned	ΔOwn	Value
DMI	2022-09-16	2022-09-14	AMPX	MIRRO JUSTIN E	Dir	J - Other	—	-8.63M	1.00M	-90%	—
DI	2022-09-16	2022-09-14	AMPX	MIRRO JUSTIN E	Dir	A - Grant	—	+111.0K	2.61M	+4%	—
DI	2022-09-16	2022-09-14	AMPX	MIRRO JUSTIN E	Dir	C - Cnv Deriv	—	+9.86M	13.12M	+302%	—
DI	2022-09-16	2022-09-14	AMPX	MIRRO JUSTIN E	Dir	A - Grant	—	+111.0K	111.0K	New	—
DI	2022-09-16	2022-09-14	AMPX	MIRRO JUSTIN E	Dir	J - Other	—	+4.70M	4.70M	New	—
DI	2022-09-16	2022-09-14	AMPX	MIRRO JUSTIN E	Dir	C - Cnv Deriv	$0.00	-9.86M	0	-100%	$0
D	2022-09-16	2022-09-14	AMPX	MIRRO JUSTIN E	Dir	A - Grant	$0.5	+200.0K	200.0K	New	+$100.0K

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#	Table	Security	Date	Code	A/D	Shares	Price	Owned after	Own	Exercise / expiry	Underlying	Footnotes
1	Common	Common Stock	2022-09-14	J	A	2,497,142	—	2,497,142	I See footnote	—	—	(F3) The securities were distributed in-kind, pro-rata and for no additional consideration to the members of the Sponsor in connection with its liquidating distribution. (F4) 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.
2	Common	Common Stock	2022-09-14	J	D	13,124,642	—	0	I See footnote	—	—	(F3) The securities were distributed in-kind, pro-rata and for no additional consideration to the members of the Sponsor in connection with its liquidating distribution. (F2) Prior to the liquidating distribution described in the note 3 below, the securities were owned by Kensington Capital Sponsor IV LLC (the "Sponsor"). The Reporting Person is the managing member of the managing member of the Sponsor.
3	Common	Common Stock	2022-09-14	J	A	1,000,000	—	1,000,000	I See footnote	—	—	(F3) The securities were distributed in-kind, pro-rata and for no additional consideration to the members of the Sponsor in connection with its liquidating distribution. (F7) 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.
4	Common	Common Stock	2022-09-14	A	A	111,000	—	2,608,142	I See footnote	—	—	(F5) Acquired in a PIPE transaction that closed concurrently with the closing of the Issuer's business combination transaction on September 14, 2022. In the PIPE transaction, the Reporting Person acquired 111,000 shares of Common Stock and 111,000 PIPE Warrants (described in Table II) for an aggregate purchase price of $1,110,000. (F4) 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.
5	Common	Common Stock	2022-09-14	J	A	1,000,000	—	1,000,000	I See footnote	—	—	(F3) The securities were distributed in-kind, pro-rata and for no additional consideration to the members of the Sponsor in connection with its liquidating distribution. (F6) The shares are owned by the Reporting Person as trustee of the Justin E. Mirro 2020 Qualified Annuity Trust dated 6/27/20. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
6	Common	Common Stock	2022-09-14	C	A	9,857,142	—	13,124,642	I See footnote	—	—	(F1) Upon completion of the Issuer's business combination transaction, the Issuer's Class B Ordinary Shares converted into shares of Common Stock of the Issuer. At the time the Class B shares were issued, the Issuer was a Cayman Islands exempted company incorporated with limited liability named "Kensington Capital Acquisition Corp. IV." In connection with a business combination transaction, the Issuer became a Delaware corporation and changed its name to "Amprius Technologies, Inc." (F2) Prior to the liquidating distribution described in the note 3 below, the securities were owned by Kensington Capital Sponsor IV LLC (the "Sponsor"). The Reporting Person is the managing member of the managing member of the Sponsor.
7	Derivative	Warrants (right to buy)	2022-09-14	A	A	111,000	—	111,000	I See footnote	$12.50 · — to 2027-09-14	111,000 Common Stock	(F5) Acquired in a PIPE transaction that closed concurrently with the closing of the Issuer's business combination transaction on September 14, 2022. In the PIPE transaction, the Reporting Person acquired 111,000 shares of Common Stock and 111,000 PIPE Warrants (described in Table II) for an aggregate purchase price of $1,110,000. (F4) 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. (F9) The securities become exercisable on October 14, 2022, provided that in no event are the securities exercisable unless a registration statement registering the shares issuable on exercise thereof has been declared effective (or, in the case of all of the warrants in Table II except for the warrants with an exercise price of $12.50, until the 61st business day following the closing of the foregoing business combination if such a registration statement has not previously been declared effective).
8	Derivative	Warrants (right to buy)	2022-09-14	J	A	4,700,000	—	4,700,000	I See footnote	$11.50 · — to 2027-09-14	4,700,000 Common Stock	(F3) The securities were distributed in-kind, pro-rata and for no additional consideration to the members of the Sponsor in connection with its liquidating distribution. (F4) 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. (F9) The securities become exercisable on October 14, 2022, provided that in no event are the securities exercisable unless a registration statement registering the shares issuable on exercise thereof has been declared effective (or, in the case of all of the warrants in Table II except for the warrants with an exercise price of $12.50, until the 61st business day following the closing of the foregoing business combination if such a registration statement has not previously been declared effective).
9	Derivative	Class B Ordinary Shares	2022-09-14	C	D	9,857,142	$0.00	0	I See footnote	— · — to —	9,857,142 Common Stock	(F2) Prior to the liquidating distribution described in the note 3 below, the securities were owned by Kensington Capital Sponsor IV LLC (the "Sponsor"). The Reporting Person is the managing member of the managing member of the Sponsor. (F1) Upon completion of the Issuer's business combination transaction, the Issuer's Class B Ordinary Shares converted into shares of Common Stock of the Issuer. At the time the Class B shares were issued, the Issuer was a Cayman Islands exempted company incorporated with limited liability named "Kensington Capital Acquisition Corp. IV." In connection with a business combination transaction, the Issuer became a Delaware corporation and changed its name to "Amprius Technologies, Inc."
10	Derivative	Warrants (right to buy)	2022-09-14	A	A	200,000	$0.5	200,000	D	$11.50 · — to 2027-09-14	200,000 Common Stock	(F10) The securities were issued by the Issuer at the closing of the foregoing business combination transaction upon conversion of a "working capital" loan made to the Issuer. (F9) The securities become exercisable on October 14, 2022, provided that in no event are the securities exercisable unless a registration statement registering the shares issuable on exercise thereof has been declared effective (or, in the case of all of the warrants in Table II except for the warrants with an exercise price of $12.50, until the 61st business day following the closing of the foregoing business combination if such a registration statement has not previously been declared effective).