INTRODUCTORY STATEMENT
This Amendment No. 3 (Amendment) amends and supplements the Tender Offer Statement on Schedule TO originally filed by Ampco-Pittsburgh
Corporation, a Pennsylvania corporation (the Corporation), on May 31, 2022 (the Original Schedule TO) and amended on June 29, 2022 and July 18, 2022 (as further amended hereby, the
Schedule TO), in connection with its offer to exercise, on the terms and subject to the conditions set forth in the Offer to Exercise, dated May 31, 2022 (as it may be supplemented and amended from time to time, the
Offer to Exercise), and the related offering documents (as they may be supplemented and amended from time to time, and together with the Offer to Exercise, the Offering Documents). For a limited time the
Offering Documents allowed holders of the Corporations 11,050,247 outstanding Series A Warrants (collectively, the Series A Warrants) to purchase up to 4,932,830 shares of the Corporations common stock, $1.00 par value
per share (the Common Stock), which were initially issued in the Corporations rights offering that closed September 22, 2020 at a temporarily reduced price. Each such Series A Warrant is exercisable to acquire 0.4464
shares of Common Stock at an exercise price of $2.5668 per Series A Warrant (or $5.75 per whole share of Common Stock under the Series A Warrant) but through the offer to exercise, the Corporation offered the holders of the Series A Warrants, upon
terms and subject to the conditions set forth in the Offer to Exercise, the opportunity to exercise the Series A Warrants at the temporarily reduced exercise price of $1.7856 per Series A Warrant (or $4.00 per whole share of Common Stock).
The purpose of this Amendment is to amend and supplement the Schedule TO with respect to Items 4, 8, 11 and 12 only. Except as amended or supplemented hereby
to the extent specifically provided herein, all terms of the Offer to Exercise and all other disclosures set forth in the Schedule TO and the Offering Documents remain unchanged. This Amendment should be read in conjunction with the Schedule TO and
the Offering Documents.
This Amendment is the final amendment to the Schedule TO and is being filed in satisfaction of the reporting requirements of Rule
13e-4(c)(4) under the Exchange Act.
ITEM 4. TERMS OF THE TRANSACTION
Item 4 of the Schedule TO his hereby amended and supplemented by adding the following text thereto:
(c) The Offer to Exercise expired at 11:59 p.m. Eastern Time on the evening of July 15, 2022 (the Expiration Date). 108,375 Series A Warrants
to purchase an aggregate of 48,374 shares of Common Stock were tendered and exercised for aggregate gross proceeds to the Corporation of $193,496, before deducting information agent fees and other expenses. Series A Warrants that were not tendered
and exercised remain in effect at the original exercise prices of $5.75 per share of Common Stock and $2.5668 per Series A Warrant, respectively.
ITEM 8. INTERESTS IN SECURITIES OF THE SUBJECT COMPANY
Item 8 of the Schedule TO is hereby amended and supplemented by adding the following text thereto:
(c) The Corporation accepted an aggregate of 82,003 Series A Warrants, for gross proceeds of $146,424 from such participating executive officers and
directors.
ITEM 11. ADDITIONAL INFORMATION
Item 11 is hereby supplemented by adding the following:
On
July 22, 2022, the Corporation issued a press release announcing the final results of the Offer to
Exercise which expired at 11:59 p.m. Eastern Time,
on July 15, 2022. A copy of the press release is filed as Exhibit
(a)(5)(F) to this Amendment and is incorporated by reference herein.
ITEM 12. EXHIBITS