SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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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).

1. Name and Address of Reporting Person^*

MIRRO JUSTIN E

(Last)

(First)

(Middle)

1433 OLD COUNTRY ROAD, SUITE 301

(Street)

WESTBURY

11590

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
09/14/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/14/2022		C		9,857,142	A	⁽¹⁾	13,124,642	I	See footnote⁽²⁾
Common Stock	09/14/2022		J⁽³⁾		13,124,642	D	⁽³⁾	0	I	See footnote⁽²⁾
Common Stock	09/14/2022		J⁽³⁾		2,497,142	A	⁽³⁾	2,497,142	I	See footnote⁽⁴⁾
Common Stock	09/14/2022		A		111,000	A	⁽⁵⁾	2,608,142	I	See footnote⁽⁴⁾
Common Stock	09/14/2022		J⁽³⁾		1,000,000	A	⁽³⁾	1,000,000	I	See footnote⁽⁶⁾
Common Stock	09/14/2022		J⁽³⁾		1,000,000	A	⁽³⁾	1,000,000	I	See footnote⁽⁷⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Ordinary Shares	⁽¹⁾	09/14/2022		C			9,857,142	⁽¹⁾	⁽¹⁾	Common Stock	9,857,142	$0.00	0	I	See footnote⁽²⁾
Warrants (right to buy)	$11.5	09/14/2022		J⁽³⁾⁽⁸⁾		4,700,000		⁽⁹⁾	09/14/2027	Common Stock	4,700,000	⁽³⁾	4,700,000	I	See footnote⁽⁴⁾
Warrants (right to buy)	$12.5	09/14/2022		A⁽⁵⁾		111,000		⁽⁹⁾	09/14/2027	Common Stock	111,000	⁽⁵⁾	111,000	I	See footnote⁽⁴⁾
Warrants (right to buy)	$11.5	09/14/2022		A		200,000		⁽⁹⁾	09/14/2027	Common Stock	200,000	$0.5⁽¹⁰⁾	200,000	D

Explanation of Responses:

1. 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."

2. 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. 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.

4. 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. 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.

6. 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.

7. 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.

8. The Sponsor acquired these securities in connection with the initial public offering of Kensington Capital Acquisition Corp. IV, which (as discussed above) is the Issuer and changed its name to Amprius Technologies, Inc. upon closing of the foregoing business combination transaction and is reporting the ownership thereof in connection with such closing. These securities were previously not beneficially owned for purposes of reporting their ownership on this Form.

9. 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).

10. 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.

Remarks:

	/s/ Justin Mirro	09/16/2022
	** Signature of Reporting Person	Date
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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