| 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 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 06/02/2025 |
3. Issuer Name and Ticker or Trading Symbol
LanzaTech Global, Inc. [ LNZA ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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: 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 | ||||
| Stock Options | (1) | 03/06/2034 | Common Stock | 40,650 | 3.1 | D | |
| Restricted Stock Units | (2) | (2) | Common Stock | 10,240 | (2) | D | |
| Restricted Stock Units | (3) | (3) | Common Stock | 10,822 | (3) | D | |
| Explanation of Responses: |
| 1. Subject to the terms of the Stock Option Agreement, the shares subject to the stock option will vest and become exercisable in approximately three equal annual installments, with such first installment vested on March 6, 2025. |
| 2. Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of common stock of LanzaTech Global, Inc. (the "Company"). Subject to the terms of the RSU Agreement, the RSUs will vest in approximately three equal annual installments, with such first installment vesting on August 16, 2024. |
| 3. Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of common stock of he Company. Subject to the terms of the RSU Agreement, the RSUs will vest in approximately three equal annual installments, with such first installment vesting on March 6, 2025. |
| Remarks: |
| Exhibit 24.1 - Power of Attorney |
| /s/ Amanda Koenig Fuisz, as Attorney-in-Fact | 06/23/2025 | |
| ** 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 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
Limited Power of Attorney for Section 16 Reporting Obligations (including EDGAR Next Authorization) Know all by these presents, that the undersigned hereby constitutes and appoints each of Ryan Replogle, Amanda Koenig Fuisz, and Sushmita Koyanagi (Mr. Replogle, Ms. Koenig Fuisz Officers and Kisor Pak, or any of them acting singly and, with regard to the Officers, with full power of substitution, the undersigned s true and lawful attorney-in-fact to: 1. take any actions as may be necessary or appropriate to enable the undersigned to submit and file forms, schedules and other documents with the U.S. Securities and Exchange Commission (the SEC ), including to prepare, execute in the undersigned s name and on the undersigned s behalf and submit a Form ID, including amendments thereto, or any other documents, and to prepare for, coordinate and enroll the undersigned in EDGAR Next or any successor filing system and, as applicable, make arrangements with third-party filing agents or similar parties and ensure that all relevant parties have been assigned an appropriate EDGAR Next role, to enable the undersigned to make filings and submissions with the SEC; 2. execute for and on behalf of the undersigned, in the undersigned s capacity as an officer or director or both of LanzaTech Global, Inc. (the Company ), Forms 3, 4 and 5 (and any amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act ); 3. do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, complete and execute any amendments thereto, and file such form with the SEC, including (i) acting as an account administrator or delegated administrator for the undersigned s EDGAR Next account and carrying out any action associated with such administrator designation or delegation as such attorney-in-fact deems necessary or appropriate or (ii) causing the Company to accept a delegation of authority from any of the undersigned s EDGAR Next account administrators and pursuant to such delegation authorize the Company s EDGAR Next account administrators to appoint, remove or replace designated users for the undersigned s EDGAR Next account as such attorney-in-fact deems necessary or appropriate, and any securities exchange or similar authority; and 4. take any other action in connection with the foregoing which, in the opinion of such attorney-in-fact, is legally required by or for, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney shall be in such form and shall contain such information and disclosure as such attorney-in-fact may approve in such attorney-in-fact s discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever required, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request and on the behalf of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned s responsibilities to comply with, or any liability for the failure to comply with, any provision of Section 16 of the Exchange Act. This Limited Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 or 5 with respect to the undersigned s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to each of the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has executed this Limited Power of Attorney as of this 23rd day of June ___, 2025. Signed and acknowledged: Signature Michael Heraty Printed Name