Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 3)*
Ampco-Pittsburgh Corporation
(Name of Issuer)
Common Stock, par value $1.00 per share
(Title of Class of Securities)
032037103
(CUSIP Number)
Edward F. Crawford Trustee
L. W. Van Loan Trust dated September 8, 2006
c/o The Crawford Group
6065 Parkland Boulevard
Cleveland, OH 44124
(440) 947-2222
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 8, 2021
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
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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. |
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).
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CUSIP No. 032037103 |
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1. |
Names of Reporting Persons. |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
☒ |
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(b) |
☐ |
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3. |
SEC Use Only |
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4. |
Source of Funds |
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5. |
Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) ☐
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole Voting Power |
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8. |
Shared Voting Power |
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9. |
Sole Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ |
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13. |
Percent of Class Represented by Amount in Row (11) |
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14. |
Type of Reporting Person (See Instructions) |
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CUSIP No. 032037103 |
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1. |
Names of Reporting Persons. |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
☒ |
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(b) |
☐ |
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3. |
SEC Use Only |
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4. |
Source of Funds |
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5. |
Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) ☐
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole Voting Power |
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8. |
Shared Voting Power |
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9. |
Sole Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ |
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13. |
Percent of Class Represented by Amount in Row (11) |
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14. |
Type of Reporting Person (See Instructions) |
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CUSIP No. 032037103 |
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1. |
Names of Reporting Persons. |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
☒ |
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(b) |
☐ |
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3. |
SEC Use Only |
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4. |
Source of Funds |
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5. |
Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) ☐
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole Voting Power |
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8. |
Shared Voting Power |
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9. |
Sole Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ |
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13. |
Percent of Class Represented by Amount in Row (11) |
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14. |
Type of Reporting Person (See Instructions) |
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AMENDMENT NO. 3 TO
SCHEDULE 13D
The following information amends and supplements the information contained in the Schedule 13D previously filed with the Securities and Exchange Commission (“SEC”) on August 13, 2020 and thereafter amended by Amendment No. 1 filed with the SEC on October 1, 2020 and Amendment No. 2 filed with the SEC on February 1, 2021 (collectively, the “Statement”) relating to the beneficial ownership of Common Stock, par value $1.00 per share of AMPCO-Pittsburgh Corporation (the “Issuer”) by (i) L. W. Van Loan Trust dated September 8, 2006, a trust formed under the laws of the state of Ohio (the “Trust”), (ii) Edward F. Crawford, an individual and trustee of the Trust (“Mr. Edward Crawford”) and (iii) Crawford United Corporation, an Ohio corporation (“Crawford United”). The Trust, Mr. Edward Crawford and Crawford United are hereinafter referred to as the “Reporting Persons” and each, individually, as a “Reporting Person.” Except as specifically amended by this Amendment No. 3, the Statement remains in full force and effect. Capitalized terms used and not otherwise defined in this Amendment No. 3 shall have the meanings given to them in the Statement.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is hereby amended and restated, in its entirety, as follows:
The source of the consideration for the Trust’s purchase of the Common Stock reported hereon consisted of personal funds of the Trust. The amount of the funds used by the Trust is described in Item 5.
The source of the consideration for Crawford United’s purchase of the Common Stock reported hereon consisted of working capital of Crawford United. The amount of the funds used by Crawford United is described in Item 5.
ITEM 4. PURPOSE OF THE TRANSACTION
Item 4 is hereby supplemented by the addition of the following:
“References in Item 5 of Amendment No. 1 to the number of shares of Common Stock issuable upon exercise of the Series A Warrants purchased in the Issuer’s rights offering by the Trust should read 304,444 shares (rather than 681,999, which was an error).
Notwithstanding the information set forth in the Issuer’s definitive proxy statement on Schedule 14A filed with the SEC March 26, 2021, the Reporting Persons have determined to not at this time solicit or cause to be solicited on their behalf proxies with respect to voting shares of the Issuer’s other shareholders in connection with the Issuer’s 2021 annual meeting, scheduled to occur May 13, 2021. The Reporting Persons reserve the right to vote their own shares in any manner they see fit at their sole discretion.”
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended and restated, in its entirety, as follows:
The information contained on the cover pages to this Schedule 13D and the information set forth or incorporated in Items 2, 3 and 4 is incorporated herein by reference.
As the Reporting Persons may be deemed to be acting in concert with respect to the securities of the Issuer beneficially owned by the Reporting Persons, the Reporting Persons may be deemed to have beneficial ownership of all securities of the Issuer collectively beneficially owned by the Reporting Persons.
The aggregate number of Shares to which this Schedule 13D relates is 1,405,888 shares of common stock, representing 7.34% of the 19,152,272 shares of the Issuer’s common stock currently outstanding (calculated by adding the number of outstanding shares reported in the Issuer’s most recently filed Form 10-K for the period ended December 31, 2020 (18,847,828) to the number of shares (304,444) issuable to the Trust upon exercise of the Series A warrants issued to the Trust in the rights offering). If unexercised Series A warrants held by the Trust are excluded from the foregoing calculation, the aggregate number of Shares owned by the Reporting Persons is 1,101,444, representing 5.84% of the outstanding shares of common stock.
The Reporting Persons beneficially own securities as follows:
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(A) |
The Trust |
(a)-(b) See cover pages.
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(c) |
The Trust made a series of open market purchases using personal funds between June 1, 2020 and August 6, 2020, aggregating a total of 682,000 shares of Common Stock for an aggregate purchase price of $2,153,157.41. On September 14, 2020, the Trust exercised its right to purchase 681,999 Units in the Issuer’s rights offering at a price per unit of $1.5624, using personal funds on hand. Upon completion of the rights offering, the Trust was issued an aggregate of 304,444 shares of common stock and Series A warrants to purchase an aggregate of 304,444 shares of common stock at an exercise price of $5.75 per share. During February and March, 2021, the Trust sold 128,700 shares of the Issuer’s Common Stock in ordinary broker transactions at an average price of $7.60 per share. |
(d) Mr. Edward Crawford is the trustee of the Trust and has the power to direct the affairs of the Trust, including the voting and disposition of Common Shares held in the name of the Trust.
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(B) |
Mr. Edward Crawford |
(a)-(b) See cover pages.
(c) Mr. Edward Crawford has made no purchases or sales of Common Shares directly.
(d) Mr. Edward Crawford is the trustee of the Trust and has the power to direct the affairs of the Trust, including the voting and disposition of Common Shares held in the name of the Trust.
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(C) |
Crawford United |
(a)-(b) See cover pages.
(c) Crawford United Corporation made a series of open market purchases utilizing working capital between September 22, 2020 and September 30, 2020, ultimately acquiring an aggregate total of 280,000 common shares at an average price of $3.3903 for an aggregate purchase price of $945,293. During March, 2021, Crawford United sold 36,300 shares of the Issuer’s Common Stock in ordinary broker transactions at an average price of $7.64 per share.
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: April 8, 2021
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/s/ Edward F. Crawford |
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Edward F. Crawford |
| 2006 IRREVOCABLE TRUST OF LAURA W. VAN LOAN FOR THE BENEFIT OF MARY M. CRAWFORD | ||
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By: |
Edward F. Crawford, its trustee |
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By: |
/s/ Edward F. Crawford |
| Name: Edward F. Crawford | ||
| Title: Trustee | ||
| CRAWFORD UNITED CORPORATION | ||
| By: | /s/ Brian E. Powers | |
| Name: Brian E. Powers | ||
| Title: President and Chief Executive Officer | ||