Exhibit 4.4

    

    

    Form of Warrant Certificate

    

    

    [FACE]

    

    

    Number

    

    

    Warrants

    

    

    THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO

    THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR

    IN THE WARRANT AGREEMENT DESCRIBED BELOW

    

    

    AMPCO-PITTSBURGH CORPORATION

    Incorporated Under the Laws of the Commonwealth of Pennsylvania

    

    

    CUSIP 032037 111

    

    

    Warrant Certificate

    

    

    This Warrant
        Certificate certifies that ________________, or registered assigns, is the Registered Holder of warrant(s) evidenced hereby (the “Warrants” and each,
      a “Warrant”) to purchase shares of common stock, par value $1.00 per share (“Common
          Stock”), of Ampco-Pittsburgh Corporation, a Pennsylvania corporation (the “Company”). Each whole Warrant entitles holder, upon exercise during
      the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and non-assessable shares of Common Stock as set forth below, at the exercise price (the “Exercise Price”) as determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless
          exercise” as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent referred to below, subject to
      the conditions set forth herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.

    

    

    Each whole Warrant is initially exercisable for one fully paid and non-assessable share of Common Stock. No fractional shares will be
      issued upon exercise of any Warrant. If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in a share of Common Stock any right to a fractional share will be automatically terminated without consideration to
      holder and the Company will, upon exercise, round down to the nearest whole number the number of shares of Common Stock to be issued to holder. The number of shares of Common Stock issuable upon exercise of the Warrants is subject to adjustment upon
      the occurrence of certain events set forth in the Warrant Agreement.

    

    

    The initial Exercise Price per share of Common Stock for any Warrant is equal to $      per share. The Exercise Price is subject to
      adjustment upon the occurrence of certain events set forth in the Warrant Agreement.

    

    

    Subject to the conditions set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the
      extent not exercised by the end of such Exercise Period, such Warrants shall become void. The Warrants may be redeemed, subject to certain conditions, as set forth in the Warrant Agreement.

    

    

    Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further
      provisions shall for all purposes have the same effect as though fully set forth at this place.

    

    

    This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.

    

    

    This Warrant Certificate shall be governed by and construed in accordance with the internal laws of the State of New York.

    
      
        


    

    	 	
            AMPCO-PITTSBURGH CORPORATION

          
	 	 	 
	 	
            By:

          	 
	 	
            Name:

          	 
	 	
            Title:

          	 
	 	 	 
	 	
            BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC.,

            as Warrant Agent

          
	 	 	 
	 	
            By:

          	 
	 	
            Name:

          	 
	 	
            Title:

          	 


    

    

    [Signature Page to Warrant Certificate]

    
      
        


    

    [Form of Warrant Certificate]

    

    

    [Reverse]

    

    

    The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to
      receive shares of Common Stock and are issued or to be issued pursuant to a Warrant Agreement dated as of_______________, 2020 (the “Warrant Agreement”), duly
      executed and delivered by the Company to Broadridge Corporate Issuer Solutions, Inc., a New York corporation, as warrant agent (the “Warrant Agent”), which
      Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the
      Company and the holders (the words “holders” or “holder” meaning the
      Registered Holders or Registered Holder (each as defined in the Warrant Agreement), respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms used in this
      Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.

    

    

    Warrants may be exercised at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by
      this Warrant Certificate may exercise them by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed and executed, together with payment of the Exercise Price as specified in the Warrant
      Agreement (or through “cashless exercise” as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise of Warrants evidenced hereby the number of Warrants exercised shall
      be less than the total number of Warrants evidenced hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not exercised.

    

    

    Notwithstanding anything else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of
      exercise (i) a registration statement covering the shares of Common Stock to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder relating to the shares of Common Stock is current, except through “cashless
      exercise” as provided for in the Warrant Agreement.

    

    

    The Warrant Agreement provides that upon the occurrence of certain events the number of shares of Common Stock issuable upon exercise of
      the Warrants set forth on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive a fractional interest in a share of Common Stock any right to a fractional
      share will be automatically terminated without consideration to holder and the Company will, upon exercise, round down to the nearest whole number of shares of Common Stock to be issued to the holder of the Warrant.

    

    

    Warrant Certificates, when surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in
      person or by legal representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or
      Warrant Certificates of like tenor evidencing in the aggregate a like number of Warrants.

    

    

    Upon due presentation for registration of transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant
      Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement,
      without charge except for any tax or other governmental charge imposed in connection therewith.

    

    

    The Company and the Warrant Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant
      Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant
      Agent shall be affected by any notice to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a shareholder of the Company.

    
      
        


    

    Election to Purchase

    

    

    (To Be Executed Upon Exercise of Warrant)

    

    

    The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive _____ shares of
      Common Stock and herewith tenders payment for such shares of Common Stock to the order of Ampco-Pittsburgh Corporation (the “Company”) in the amount of
      $_____________ in accordance with the terms hereof. The undersigned requests that a certificate for such shares of Common Stock be registered in the name of _____________, whose address is and that such shares of Common Stock be delivered to
      ______________ whose address is _______________. If said number of shares of Common Stock is less than all of the shares of Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance
      of such shares of Common Stock be registered in the name of ___________________, whose address is _______________ and that such Warrant Certificate be delivered to _______________, whose address is _______________.

    

    

    In the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 3.3.7 of the Warrant Agreement, the number of shares of Common Stock that this Warrant is exercisable for shall be determined in accordance with Section 3.3.7 of the Warrant Agreement.

    

    

    In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number
      of shares of Common Stock that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The
      undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive shares of Common Stock. If said number of shares of Common Stock is
      less than all of the shares of Common Stock purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares of Common Stock be registered
      in the name of ________________, whose address is________________ and that such Warrant Certificate be delivered to ________________, whose address is ________________.

    

    

    [Signature Page Follows]

    
      
        


    

    

    

    	
            Date: ____________, 20___

          	 
	 	
            Signature

          
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	
            (Address)

          
	 	 
	 	 
	 	
            (Tax Identification Number)

          
	
            Signature Guaranteed:

          	 
	 	 
	 	 


    

    

    THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
      MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)).