FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Altor Holdings Ltd

2. Date of Event Requiring Statement (MM/DD/YYYY)
3/3/2016 

3. Issuer Name and Ticker or Trading Symbol

AMPCO PITTSBURGH CORP [AP]

(Last)        (First)        (Middle)

11-15 SEATON PLACE

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

ST. HELIER, Y9 JE4 0QH       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

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

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


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   1017441   I   See footnote   (1)
Common Stock   743868   I   See footnote   (2)
Common Stock   2694   I   See footnote   (3)
Common Stock   12601   I   See footnote   (4)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  The shares of Common Stock are directly beneficially owned by Altor Fund II (No. 1) Limited Partnership ("Altor Fund 1"). Altor Holdings Limited ("Altor Holdings") is the sole member of Altor Fund II GP Limited ("Altor GP"), which is the general partner of Altor Fund 1, such that each of Altor Holdings and Altor GP may be deemed a beneficial owner of the shares of Common Stock directly beneficially owned by Altor Fund 1. Each of Altor Holdings and Altor GP disclaims beneficial ownership of the shares of Common Stock directly beneficially owned by Altor Fund 1, except to the extent of its respective pecuniary interest therein.
( 2)  The shares of Common Stock are directly beneficially owned by Altor Fund II (No. 2) Limited Partnership ("Altor Fund 2"). Altor Holdings is the sole member of Altor GP, which is the general partner of Altor Fund 2, such that each of Altor Holdings and Altor GP may be deemed a beneficial owner of the shares of Common Stock directly beneficially owned by Altor Fund 2. Each of Altor Holdings and Altor GP disclaims beneficial ownership of the shares of Common Stock directly beneficially owned by Altor Fund 2, except to the extent of its respective pecuniary interest therein.
( 3)  The shares of Common Stock are directly beneficially owned by Altor Fund II (No. 3) Limited Partnership ("Altor Fund 3"). Altor Holdings is the sole member of Altor GP, which is the general partner of Altor Fund 3, such that each of Altor Holdings and Altor GP may be deemed a beneficial owner of the shares of Common Stock directly beneficially owned by Altor Fund 3. Each of Altor Holdings and Altor GP disclaims beneficial ownership of the shares of Common Stock directly beneficially owned by Altor Fund 3, except to the extent of its respective pecuniary interest therein.
( 4)  The shares of Common Stock are directly beneficially owned by Altor Fund II (No. 4) Limited ("Altor Fund 4"). Altor Holdings is the sole member of Altor GP, which is the investment manager to Altor Fund 4, such that each of Altor Holdings and Altor GP may be deemed a beneficial owner of the shares of Common Stock directly beneficially owned by Altor Fund 4. Each of Altor Holdings and Altor GP disclaims beneficial ownership of the shares of Common Stock directly beneficially owned by Altor Fund 4, except to the extent of its respective pecuniary interest therein.

Remarks:
Exhibit 24.1-Power of Attorney

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Altor Holdings Ltd
11-15 SEATON PLACE
ST. HELIER, Y9 JE4 0QH

X

Altor Fund II GP Ltd
11-15 SEATON PLACE
ST HELIER, Y9 JE4 0QH

X


Signatures
/s/ Stefan Linder, as director of Altor Holdings Limited 4/1/2016
** Signature of Reporting Person Date

/s/ Emily Sturgess, as attorney-in-fact for Altor Fund II GP Limited 4/1/2016
** Signature of Reporting Person Date

/s/ Matthew Hague, as attorney-in-fact for Altor Fund II GP Limited 4/1/2016
** 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 5(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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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