Amplify Energy (AMPY) Form 4 Amplify Energy / Amelia Kim Harding ownership change

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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X

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^*

Harding Amelia Kim

(Last) (First) (Middle)

321 SOUTH BOSTON,

SUITE 1000

(Street)

TULSA OK 74103

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Amplify Energy Corp. [ AMPY ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP- Human Resources & Admin

3. Date of Earliest Transaction (Month/Day/Year)
08/06/2019

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/06/2019		M		20,010	A	$0	72,167	D
Common Stock	08/06/2019		F		17,081	D	$4.36	55,086	D
Common Stock	08/06/2019		D		6,877(1)	D	$10	48,209	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Stock Units	(2)	08/06/2019		M			20,010	(3)	(3)	Common Stock	20,010	$0	0	D

Explanation of Responses:

1. Represents shares sold to the Issuer in connection with the previously announced Issuer tender offer.

2. Each performance stock unit represents a contingent right to receive one share of common stock of the Issuer.

3. Pursuant to that certain Agreement and Plan of Merger, dated as of May 5, 2019, by and among the Issuer (formerly known as Midstates Petroleum Company, Inc.), Amplify Energy Corp. ("Legacy Amplify") and Midstates Holdings, Inc., a direct wholly owned subsidiary of the Issuer ("Merger Sub"), on August 6, 2019, Merger Sub merged with and into Legacy Amplify, with Legacy Amplify surviving the merger as a wholly owned subsidiary of the Issuer, and immediately thereafter, as part of the same transaction, Legacy Amplify merged with and into a wholly owned subsidiary of the Issuer, with such subsidiary continuing as the surviving entity (the "Merger"). At the closing of the Merger, each outstanding restricted stock unit and performance stock unit award held by the Reporting Person immediately became fully vested and was settled in shares of the Issuer's common stock.

	/s/ Amelia Kim Harding, by Scott C. Weatherholt, as Attorney-in-Fact	08/07/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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