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*
Sun Kang

(Last) (First) (Middle)
C/O AMPRIUS TECHNOLOGIES, INC.,
1180 PAGE AVENUE

(Street)
FREMONT CA 94538

(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
X Officer (give title below) Other (specify below)
See Remarks
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)
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 (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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $0.05 09/14/2022 A 727,950 09/14/2022 03/15/2024 Common Stock 727,950 (1) 727,950 D
Stock Option (right to buy) $1.78 09/14/2022 A 1,455,901 (2) 06/16/2031 Common Stock 1,455,901 (1) 1,455,901 D
Stock Option (right to buy) $2.61 09/14/2022 A 727,950 (3) 04/13/2032 Common Stock 727,950 (1) 727,950 D
Stock Option (right to buy) $2.61 09/14/2022 A 545,962 (4) 04/13/2032 Common Stock 545,962 (1) 545,962 D
Explanation of Responses:
1. On September 14, 2022, the Issuer completed a business combination (the "Business Combination") pursuant to the Business Combination Agreement, by and among the Issuer, a wholly owned subsidiary of the Issuer, and Amprius Technologies Operating, Inc. ("Legacy Amprius"). At the effective time of the Business Combination (the "Effective Time"), each Legacy Amprius option was converted into an option to purchase a number of shares of Common Stock of the Issuer equal to the product (rounded down to the nearest whole number) of (i) the number of shares of Legacy Amprius common stock subject to the Legacy Amprius option immediately prior to the Effective Time multiplied by (ii) an exchange ratio of approximately 1.45590 (the "Exchange Ratio"), at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of such Legacy Amprius option immediately prior to the Effective Time divided by (B) the Exchange Ratio.
2. 1/48 of the total number of shares issuable upon exercise of the option vested on July 17, 2021, and 1/48 of the total number of shares issuable upon exercise of the option vest monthly thereafter until fully vested on June 17, 2025.
3. 1/48 of the total number of shares issuable upon exercise of the option vested on February 1, 2022, and 1/48 of the total number of shares issuable upon exercise of the option vest monthly thereafter until fully vested on January 1, 2026.
4. 1/48 of the total number of shares issuable upon exercise of the option will vest on February 1, 2023, and 1/48 of the total number of shares issuable upon exercise of the option vest monthly thereafter until fully vested on January 1, 2027.
Remarks:
President and Chief Executive Officer
/s/ Sandra Wallach, attorney-in-fact on behalf of Kang Sun 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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