KENN CAPIUT Ownership Submission
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
Reporting Owners
Signatures
Explanation of Responses:
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(e.g., puts, calls, warrants, options, convertible securities)
| 1. Title of Derivate Security | 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 | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security | 8. Price of Derivative Security | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) | 11. Nature of Indirect Beneficial Ownership |
| Code | V | (A) | (D) | Date Exercisable | Expriation Date | Title | Amount or Number of Shares |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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MIRRO JUSTIN E 1433 OLD COUNTRY ROAD, SUITE 301 WESTBURY, NY11590 | X |
| /s/ Justin Mirro | 2022-09-16 |
| **Signature of Reporting Person | Date |
| (*) | 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). |
| (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. |
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Kensington Capital Acquisition IV Corp. published this content on 16 September 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 September 2022 23:09:01 UTC.
