Martyn Willsher Form 4 Amplify Energy / Martyn Willsher 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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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^*

Willsher Martyn

(Last) (First) (Middle)

C/O AMPLIFY ENERGY CORP.

500 DALLAS STREET, SUITE 1700

(Street)

HOUSTON TX 77002

(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)
See Remarks

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, par value $0.01 per share	08/06/2019		A		10,367	A	(1)	10,367	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
Stock Option (Right to Buy)	(1)	08/06/2019		A		5,753(2)		(2)	05/04/2023	Common Stock	5,753	(1)	5,753	D
Restricted Stock Units	(1)	08/06/2019		A		26,903(3)		(3)	(3)	Common Stock	26,903	(1)	26,903	D
Restricted Stock Units	(1)	08/06/2019		A		13,995(4)		(4)	(4)	Common Stock	13,995	(1)	13,995	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated as of May 5, 2019 (the "Merger Agreement"), by and among Midstates Petroleum Company, Inc. ("Midstates"), Midstates Holdings, Inc., a wholly owned subsidiary of Midstates ("Merger Sub") and Amplify Energy Corp. ("Legacy Amplify"), on August 6, 2019 (the "Effective Time"), Merger Sub merged with and into Legacy Amplify, with Legacy Amplify surviving the merger as a wholly owned subsidiary of Midstates. Immediately after the Effective Time, Midstates changed its name to "Amplify Energy Corp." (the "Combined Company"). At the Effective Time, each share of Legacy Amplify common stock issued and outstanding immediately prior to such time was converted into the right to receive 0.933 shares of the Combined Company, rounded up to the nearest whole share (the "Exchange Ratio"). On the trading day immediately prior to the Effective Time, the closing price of Midstates' common stock was $4.36 per share.

2. These options were originally granted under Legacy Amplify Management Incentive Plan (the "MIP Plan") on May 4, 2017. At the Effective Time, the Combined Company assumed the MIP Plan and related award agreements and the existing options became options to purchase common stock of the Combined Company, subject to the Exchange Ratio. The stock options are currently exercisable.

3. These restricted stock units with service-based vesting conditions ("TSUs") were originally granted under the MIP Plan and vest periodically so long as the reporting person remains employed by the Combined Company or one of its affiliates on each applicable vesting date. At the Effective Time, the Combined Company assumed the MIP Plan and related award agreements and the existing TSUs became restricted stock units of the Combined Company, subject to the Exchange Ratio.

4. These restricted stock units with performance- and service-based vesting conditions ("PSUs") were originally granted under the MIP Plan and vest periodically so long as the reporting person remains employed by the Combined Company or one of its affiliates on each applicable vesting date. At the Effective Time, the Combined Company assumed the MIP Plan and related award agreements and the existing PSUs became restricted stock units of the Combined Company, subject to the Exchange Ratio.

Remarks:

SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER

	/s/ Eric M. Willis, Attorney-in-Fact	08/06/2019
	** Signature of Reporting Person	Date
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