Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Zatawski Keith
2. Date of Event Requiring Statement (Month/Day/Year)
08/10/2017
3. Issuer Name and Ticker or Trading Symbol
AMPCO PITTSBURGH CORP [AP]
(Last)
(First)
(Middle)
726 BELL AVENUE, SUITE 301
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Risk Officer
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

CARNEGIA, PA 15106
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 1,606
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Options   (1) 05/02/2023 common stock 5,500 $ 17.16 D  
Non-Qualified Stock Options   (1) 04/29/2024 common stock 5,500 $ 20 D  
Restricted Stock Units   (2)   (2) common stock 742 $ (3) D  
Restricted Stock Units   (4)   (4) common stock 1,248 $ (3) D  
Restricted Stock Units   (5)   (5) common stock 858 $ (3) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Zatawski Keith
726 BELL AVENUE
SUITE 301
CARNEGIA, PA 15106
      Chief Risk Officer  

Signatures

/s/Masha Trainor, Attorney-In-Fact, POA Attached Hereto 08/10/2017
**Signature of Reporting Person Date

Explanation of Responses:

* 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) Subject to acceleration in certain circumstances, the option becomes vested and exercisable under the following schedule assuming the optionee continues employment with the Issuer through the date of vesting: 33% on the first anniversary of the grant date, 66% on the second anniversary of the grant date and 100% on the third anniversary of the grant date.
(2) The reporting person received a grant of 2,226 restricted stock units, which vest in 3 annual installments, beginning on May 5, 2016. 1/3 of the restricted stock units vested on May 5, 2016. 1/3 of the restricted stock units vested on May 5, 2017. The remainder will continue to vest in one installment through the remainder of the term.
(3) Each restricted stock unit represents a contingent right to receive one share of Ampco-Pittsburgh Corporation common stock.
(4) The reporting person received a grant of 1,872 restricted stock units, which vest in 3 annual installments, beginning on May 5, 2017. 1/3 of the restricted stock units vested on May 5, 2017. The remainder will continue to vest in two installments through the remainder of the term.
(5) The restricted stock units vest in three equal annual installments beginning May 3, 2018.

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