SEC FORM 4

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^*

Dimitrov George

(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)
Vice President, Finance

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)

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		⁽¹⁾	12/28/2025	Common Stock	43,746	⁽⁵⁾	10,000	D
Stock Options	$1.38	02/08/2023		A		10,000		⁽¹⁾	09/20/2027	Common Stock	43,746	⁽⁵⁾	10,000	D
Stock Options	$1.64	02/08/2023		A		10,000		⁽²⁾	11/21/2028	Common Stock	43,746	⁽⁵⁾	10,000	D
Stock Options	$1.07	02/08/2023		A		10,000		⁽³⁾	06/26/2030	Common Stock	43,746	⁽⁵⁾	10,000	D
Stock Options	$3.15	02/08/2023		A		10,000		⁽⁴⁾	12/24/2031	Common Stock	43,746	⁽⁵⁾	10,000	D
Stock Options	$9.97	02/08/2023		A		10,000		⁽¹⁾	01/27/2033	Common Stock	43,746	⁽⁵⁾	10,000	D

Explanation of Responses:

1. Options are fully vested and exercisable.

2. 80% of the options are vested and exercisable, 20% vests on November 21, 2023.

3. 60% of the options are vested and exercisable, 20% vests on each of January 1, 2024 and January 1, 2025.

4. 25% of the options vested on December 24, 2022, 1/36th vest monthly thereafter.

5. 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 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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