Statement of Ownership (sc 13g)
April 30 2020 - 4:24PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
AMPCO-PITTSBURGH CORPORATION
(Name of Issuer)
Common
Stock, $1.00 per share
(Title of Class of Securities)
032037103
(CUSIP Number)
John M.
Dimitrieff
1430 Yonge
Street, Suite 1101
Toronto, Ontario M4T 1Y5
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 21, 2020
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
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*
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 032037103
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1
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NAMES OF REPORTING PERSONS:
Deep Down
Ltd.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY):
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a) ☐ (b) ☐
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3
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SEC USE ONLY:
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION:
The Commonwealth of the
Bahamas
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5
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SOLE VOTING POWER:
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6
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SHARED VOTING POWER:
752,000
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7
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SOLE DISPOSITIVE POWER:
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8
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SHARED DISPOSITIVE POWER:
752,000
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
752,000
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10
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11):
5.90%
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12
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TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS):
CO
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2
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1
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NAMES OF REPORTING PERSONS:
John M.
Dimitrieff
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY):
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a) ☐ (b) ☐
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3
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SEC USE ONLY:
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Canada
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5
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SOLE VOTING POWER:
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6
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SHARED VOTING POWER:
752,000
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7
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SOLE DISPOSITIVE POWER:
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8
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SHARED DISPOSITIVE POWER:
752,000
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
752,000
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10
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11):
5.90%
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12
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TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS):
IN
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3
Item 1.
Ampco-Pittsburgh Corporation
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(b)
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Address of Issuer’s Principal Executive Offices:
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726 Bell Avenue, Suite 301, Carnegie, Pennsylvania 15106
Item 2.
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(a)
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Name of persons filing:
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Deep Down Ltd. And John M. Dimitrieff (the “Reporting Persons”). Mr. Dimitrieff is the sole shareholder of Deep Down Ltd. and
has voting and investment authority with respect to the shares of Common Stock beneficially owned by it.
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(b)
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Address of Principal Business Office or, if none, Residence:
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The principal business office of both Reporting Persons is 1430 Yonge Street, Suite 1101
Toronto, Ontario M4T 1Y5
Deep Down Ltd. is a corporation organized under the laws of the Bahamas
John M. Dimitrieff is a citizen of Canada
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(d)
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Title of Class of Securities:
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Common Stock, par value $1.00 per share
032037103
Item 3. If this statement is
filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c) check whether the person filing is a:
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(a)
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☐
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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☐
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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☐
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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☐
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
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(e)
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☐
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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☐
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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☐
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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4
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(h)
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☐
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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☐
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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☐
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A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).
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(k)
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☐
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A group, in accordance with § 240.13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
Not Applicable.
Item 4. Ownership
Provide the following information
regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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(a)
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Amount beneficially owned: 752,000
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(b)
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Percent of class: 5.90%
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(c)
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Number of shares as to which person has:
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(i)
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Sole power to vote or to direct the vote: 0
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(ii)
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Shared power to vote or to direct the vote: 752,000
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(iii)
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Sole power to dispose or to direct the disposition of: 0
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(iv)
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Shared power to dispose or to direct the disposition of: 752,000
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Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following ☐.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person
Not Applicable.
Item 7. Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
Not Applicable.
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
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Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of
or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in
connection with a nomination under §240.14a-11.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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DEEP DOWN LTD.
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Date: April 30, 2020
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By:
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/s/ John M. Dimitrieff
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Name:
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John M. Dimitrieff
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Title:
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Chief Executive Officer and President
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Date: April 30, 2020
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/s/ John M. Dimitrieff
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Name:
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John M. Dimitrieff
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7
JOINT FILING AGREEMENT
The undersigned hereby agree that they are filing this statement jointly pursuant to
Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person
contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934,
as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13G with respect to the Common Stock of Ampco-Pittsburgh Corporation beneficially owned by each of them. This
Joint Filing Agreement shall be included as an exhibit to such Schedule 13G.
IN WITNESS WHEREOF, the undersigned hereby execute this
Joint Filing Agreement as of the 30th day of April, 2020.
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DEEP DOWN LTD.
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By:
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/s/ John M. Dimitrieff
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Name: John M. Dimitrieff
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Title: Chief Executive Officer and President
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/s/ John M. Dimitrieff
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John M. Dimitrieff
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