| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Amplify Energy Corp. [ AMPY ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 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)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 19,074 | A | $0 | 57,964 | D | |||
| Common Stock | 08/06/2019 | F | 14,620 | D | $4.36 | 43,344 | D | |||
| Common Stock | 08/06/2019 | D | 10,988(1) | D | $10 | 32,356 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | 19,074 | (3) | (3) | Common Stock | 19,074 | $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/ Richard Wayne McCullough, 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. | ||
| * 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. | ||
