Sec Form 13G Filing - SALZMAN ALAN E filing for AMPRIUS TECHNOLOGIES INC (AMPX) - 2024-10-25

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 the disclosures provided in a prior cover page.

 NAMES OF REPORTING PERSONS

 Alan Salzman

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

 (a) ☐  (b) ☐

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Canada

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 0

 SHARED VOTING POWER

 7,112,992 (1)

 SOLE DISPOSITIVE POWER

 0

 SHARED DISPOSITIVE POWER

 7,112,992 (1)

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 7,112,992 (1)

 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 6.7% (2)

 TYPE OF REPORTING PERSON (see instructions)

 IN

Consists of (i) 3,810,151 shares of the Issuer’s common stock held by VantagePoint CleanTech Partners II, L.P. (“VP CleanTech II”), (ii) 100,000 shares of the Issuer’s common stock issuable upon the exercise of warrants to purchase shares of the Issuer’s common stock at an exercise price of $12.50 per share (“PIPE Warrants”) held by VP CleanTech II, (iii) 3,102,841 shares of the Issuer’s common stock held by VantagePoint Venture Partners 2006 (Q), L.P. (“VP 2006”) and (iv) 100,000 shares of the Issuer’s common stock issuable upon the exercise of PIPE Warrants held by VP 2006. The Reporting Person is the managing member of VantagePoint Venture Associates 2006, L.L.C., the general partner of VP 2006 and the Chief Executive Officer of VantagePoint CleanTech Management, Ltd., the general partner of VantagePoint CleanTech Associates II, L.P., the general partner for VP CleanTech II and, pursuant to the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, may be deemed to beneficially own the shares held by VP 2006 and VP CleanTech II. Pursuant to Rule 13d-4, the Reporting Person disclaims beneficial ownership of the shares of the Issuer’s common stock reflected herein and, as such, declares that the statement shall not be construed as an admission that the Reporting Person is the beneficial owner of any securities covered hereby.

Based on 105,838,789 shares of common stock outstanding as of October 23, 2024, as stated by the Issuer in its Current Report on Form 8-K filed on October 23, 2024.

Name of Issuer:

Address of Issuer’s Principal Executive Offices:

Name of Persons Filing:

Address of Principal Business Office or, if none, Residence:

Citizenship:

Title of Class of Securities:

CUSIP Number:

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Ownership.

Amount beneficially owned: 7,112,992 shares

Percent of class: 6.7%

Number of shares as to which the person has:

Sole power to vote or to direct the vote 0 shares

Shared power to vote or to direct the vote 7,112,992 shares (see Item 4(a))

Sole power to dispose or to direct the disposition of 0 shares

Shared power to dispose or to direct the disposition of 7,112,992 shares (see Item 4(a))

Ownership of Five Percent or Less of a Class.

Ownership of More than Five Percent on Behalf of Another Person.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

Certifications.