Amplify Energy (AMPY) Form 3 Midstates Petroleum / Richard Wayne McCullough ownership change

SEC Form 3

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^*

McCullough Richard Wayne

(Last) (First) (Middle)

MIDSTATES PETROLEUM COMPANY, INC.

321 SOUTH BOSTON AVENUE, SUITE 1000

(Street)

TULSA OK 74103

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/07/2017

3. Issuer Name and Ticker or Trading Symbol
Midstates Petroleum Company, Inc. [ MPO ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP and CAO

5. 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 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	25,208(1)	D

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: 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
Option (Employee Rights to Buy)	(2)	10/21/2026	Common Stock	28,103	19.66	D

Explanation of Responses:

1. Includes 18,736 restricted stock units ("RSUs"). Pursuant to the Issuer's First Amended Joint Chapter 11 Plan of Reorganization (the "Plan"), which was confirmed by the United States Bankruptcy Court for the Southern District of Texas and became effective on October 21, 2016 (the "Effective Date"), the Reporting Person received an award of 28,103 RSUs, 1/3 of which have vested. An additional 1/3 will vest on the twenty four-month anniversary of the Effective Date and the final 1/3 will vest on the thirty six-month anniversary of the Effective Date.

2. In accordance with the Plan, the Reporting Person received an award of stock options ("Options") granted on the Effective Date, 1/3 of which have vested. An additional 1/3 will vest on the twenty four-month anniversary of the Effective Date and the final 1/3 will vest on the thirty six-month anniversary of the Effective Date. The exercise price per share of the Options is equal to the per share value based on an Issuer equity value of $600.0 million.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Richard W. McCullough, by Scott C. Weatherholt, as Attorney-in Fact	11/15/2017
	** 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).
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