Filing Details

 

 

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:

 

☐	Rule 13d-1(b)

 

☒	Rule 13d-1(c)

 

☐	Rule 13d-1(d)

 

*	The remainder of this cover page shall be filled out for a reporting persons 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).

 

 

 

CUSIP No. 032037103

 

1		NAMES OF REPORTING PERSONS:   Deep Down Ltd.     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):   (a)  ☐        (b)  ☐
3		SEC USE ONLY:
4		CITIZENSHIP OR PLACE OF ORGANIZATION:     The Commonwealth of the Bahamas

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH:				5		SOLE VOTING POWER:
				6		SHARED VOTING POWER:     752,000
				7		SOLE DISPOSITIVE POWER:
				8		SHARED DISPOSITIVE POWER:     752,000

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:     752,000
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):     ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):     5.90%
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):     CO

 

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1		NAMES OF REPORTING PERSONS:   John M. Dimitrieff     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):   (a)  ☐        (b)  ☐
3		SEC USE ONLY:
4		CITIZENSHIP OR PLACE OF ORGANIZATION     Canada

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH:				5		SOLE VOTING POWER:
				6		SHARED VOTING POWER:     752,000
				7		SOLE DISPOSITIVE POWER:
				8		SHARED DISPOSITIVE POWER:     752,000

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:     752,000
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):     ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):     5.90%
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):     IN

 

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Item 1.

 

(a)	Name of Issuer:

Ampco-Pittsburgh Corporation

 

(b)	Address of Issuers Principal Executive Offices:

726 Bell Avenue, Suite 301, Carnegie, Pennsylvania 15106    

Item 2.

 

(a)	Name of persons filing:

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.

 

(b)	Address of Principal Business Office or, if none, Residence:

The principal business office of both Reporting Persons is 1430 Yonge Street, Suite 1101

Toronto, Ontario M4T 1Y5

 

(c)	Citizenship:

Deep Down Ltd. is a corporation organized under the laws of the Bahamas

John M. Dimitrieff is a citizen of Canada

 

(d)	Title of Class of Securities:

Common Stock, par value $1.00 per share

 

(e)	CUSIP Number:

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:

 

(a)		☐		Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)		☐		Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)		☐		Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)		☐		Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
(e)		☐		An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)		☐		An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)		☐		A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

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(h)		☐		A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)		☐		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);
(j)		☐		A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).
(k)		☐		A group, in accordance with § 240.13d-1(b)(1)(ii)(K).

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.

 

(a)	Amount beneficially owned: 752,000

 

(b)	Percent of class: 5.90%

 

(c)	Number of shares as to which person has:

 

(i)

Sole power to vote or to direct the vote: 0

 

(ii)

Shared power to vote or to direct the vote: 752,000

 

(iii)

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

 

(iv)

Shared power to dispose or to direct the disposition of: 752,000

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.

 

		DEEP DOWN LTD.
Date: April 30, 2020		By:		/s/ John M. Dimitrieff
				Name:		John M. Dimitrieff
				Title:		Chief Executive Officer and President
Date: April 30, 2020				/s/ John M. Dimitrieff
				Name:		John M. Dimitrieff

 

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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 30^th day of April, 2020.

 

 

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