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 |
|
|||||||||||||||
|
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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Amplify Energy Corp. [ AMPY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 03/16/2023 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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, par value $0.01 per share | 03/16/2023 | M | 12,429(1) | A | (1) | 107,838 | D | |||
Common Stock, par value $0.01 per share | 03/16/2023 | F | 3,027 | D | $6.76 | 104,811 | D | |||
Common Stock, par value $0.01 per share | 03/17/2023 | M | 36,468(1) | A | (1) | 141,279 | D | |||
Common Stock, par value $0.01 per share | 03/17/2023 | F | 9,787 | D | $6.96 | 131,492 | D | |||
Common Stock, par value $0.01 per share | 03/17/2023 | M | 56,490(2) | A | (2) | 187,982 | D | |||
Common Stock, par value $0.01 per share | 03/17/2023 | F | 18,113 | D | $6.96 | 169,869 | 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 | ||||||||
Restricted Stock Units | (1) | 03/16/2023 | M | 12,019 | (1) | (1) | Common Stock | 12,429(1) | $0.00 | 36,468 | D | ||||
Restricted Stock Units | (1) | 03/17/2023 | M | 36,468 | (1) | (1) | Common Stock | 36,468(1)(3) | $0.00 | 0(3) | D | ||||
Performance Stock Units | (2) | 03/17/2023 | M | 28,245 | (2) | (2) | Common Stock | 28,245(2)(4) | $0.00 | 0(4) | D |
Explanation of Responses: |
1. Reflects shares of common stock, par value $0.01 per share ("Common Stock") of Amplify Energy Corp. (the "Company") granted one-for-one in settlement of previously awarded restricted stock units upon satisfaction of service-based vesting conditions (such restricted stock units, "TSUs"). |
2. Reflects shares of Common Stock granted pursuant to the Transition and Separation Agreement between the Company and the Reporting Person (the "Transition Agreement"), in settlement of 28,245 previously awarded restricted stock units that were subject to performance based vesting conditions (such restricted stock units, "PSUs"). These 28,245 PSUs became earned at 200% of the target amount for a total of 56,490 shares of Common Stock. |
3. In connection with the Reporting Person's resignation and execution of the Transition Agreement, vesting was accelerated with respect to the Reporting Persons remaining 36,468 TSUs. |
4. In connection with the Reporting Person's resignation and execution of the Transition Agreement, vesting was accelerated with respect to 28,245 PSUs, with the remaining 26,456 PSUs held by the Reporting Person at the time of such resignation being forfeited. |
/s/ Eric M. Willis, Attorney-in-Fact | 03/20/2023 | |
** 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). | ||
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. |