SEC Filing - LanzaTech

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SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Burton Freya

(Last)

(First)

(Middle)

8045 LAMON AVENUE, SUITE 400

(Street)

SKOKIE

60077

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LanzaTech Global, Inc. [ LNZA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Sustainability Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/08/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/08/2023		A		33,346	A	⁽¹⁾	33,346	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options	$1.52	02/08/2023		A		10,000		⁽²⁾	05/06/2025	Common Stock	43,746	⁽⁶⁾	10,000	D
Stock Options	$1.6	02/08/2023		A		20,000		⁽²⁾	07/14/2024	Common Stock	87,493	⁽⁶⁾	20,000	I	By spouse
Stock Options	$1.52	02/08/2023		A		20,000		⁽²⁾	02/12/2026	Common Stock	87,493	⁽⁶⁾	20,000	I	By spouse
Stock Options	$1.52	02/08/2023		A		20,000		⁽²⁾	02/12/2026	Common Stock	87,493	⁽⁶⁾	20,000	D
Stock Options	$1.38	02/08/2023		A		20,000		⁽²⁾	10/13/2026	Common Stock	87,493	⁽⁶⁾	20,000	D
Stock Options	$1.38	02/08/2023		A		47,102		⁽²⁾	10/13/2026	Common Stock	206,056	⁽⁶⁾	47,102	I	By spouse
Stock Options	$1.38	02/08/2023		A		41,685		⁽²⁾	09/20/2027	Common Stock	182,358	⁽⁶⁾	41,685	D
Stock Options	$1.38	02/08/2023		A		32,898		⁽²⁾	10/13/2026	Common Stock	143,918	⁽⁶⁾	32,898	I	By spouse
Stock Options	$1.38	02/08/2023		A		64,000		⁽²⁾	09/20/2027	Common Stock	279,979	⁽⁶⁾	64,000	I	By spouse
Stock Options	$1.38	02/08/2023		A		38,315		⁽²⁾	09/20/2027	Common Stock	167,615	⁽⁶⁾	38,315	D
Stock Options	$1.64	02/08/2023		A		8,492		⁽³⁾	04/18/2029	Common Stock	37,149	⁽⁶⁾	8,492	D
Stock Options	$1.64	02/08/2023		A		11,508		⁽²⁾	04/18/2029	Common Stock	50,343	⁽⁶⁾	11,508	D
Stock Options	$1.07	02/08/2023		A		30,752		⁽⁴⁾	06/26/2030	Common Stock	134,530	⁽⁶⁾	30,752	I	By spouse
Stock Options	$1.07	02/08/2023		A		19,248		⁽²⁾	06/26/2030	Common Stock	84,203	⁽⁶⁾	19,248	I	By spouse
Stock Options	$1.07	02/08/2023		A		30,000		⁽⁵⁾	06/26/2030	Common Stock	131,240	⁽⁶⁾	30,000	D
Stock Options	$1.07	02/08/2023		A		20,000		⁽²⁾	06/26/2030	Common Stock	87,493	⁽⁶⁾	20,000	D
Stock Options	$1.07	02/08/2023		A		1,832		⁽²⁾	11/09/2030	Common Stock	8,014	⁽⁶⁾	1,832	D
Stock Options	$1.07	02/08/2023		A		125		⁽²⁾	11/09/2030	Common Stock	546	⁽⁶⁾	125	D
Stock Options	$1.38	02/08/2023		A		3,200		⁽²⁾	09/20/2027	Common Stock	13,998	⁽⁶⁾	3,200	I	By spouse
Stock Options	$1.38	02/08/2023		A		12,800		⁽²⁾	09/20/2027	Common Stock	55,995	⁽⁶⁾	12,800	I	By spouse
Stock Options	$1.07	02/08/2023		A		420		⁽²⁾	11/09/2030	Common Stock	1,837	⁽⁶⁾	420	D

Explanation of Responses:

1. On February 8, 2023, AMCI Acquisition Corp. II ("AMCI") consummated a business combination (the "Business Combination") by and among AMCI, AMCI Merger Sub, Inc., a Delaware corporation ("AMCI Merger Sub") and LanzaTech NZ, Inc., a Delaware corporation ("Legacy LanzaTech"), AMCI changed its name to "LanzaTech Global, Inc." and AMCI Merger Sub merged with and into Legacy LanzaTech. As part of the Business Combination, each share of Legacy LanzaTech stock was exchanged for 4.374677 shares of common stock of LanzaTech Global, Inc.

2. Options are fully vested and exercisable.

3. 492 the options vested on on April 18, 2022, the remaining options vest annually thereafter over the remaining two years.

4. 752 the options vested on on January 1, 2022, the remaining options vest annually thereafter over the remaining three years.

5. 10,000 of the options vested on January 1, 2023, the remaining options vest annually thereafter over the remaining two years.

6. As part of the Business Combination, each Legacy LanzaTech stock option was exchanged for a stock option to acquire 4.374677 shares of common stock of LanzaTech Global, Inc.

	/s/ Joseph Blasko, as Attorney-in-Fact	02/10/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (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).
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